RMX Holdings, Inc.
|
(Name of Issuer)
|
Common Stock, Par Value $0.001 Per Share
|
(Title of Class of Securities)
|
755747102
|
(CUSIP Number)
|
Insight Equity Holdings LLC
c/o Insight Equity Management Company LLC
1400 Civic Place, Suite 250
Southlake, TX 76092
Attn: Conner Searcy
(817) 488-7775
|
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
|
with copies to:
|
Ronald J. Lieberman, Esq.
Hunton & Williams LLP
Bank of America Plaza
Suite 4100
600 Peachtree Street, N.E.
Atlanta, Georgia 30308-2216
(404) 888-4000
|
August 24, 2010
|
(Date of Event which Requires Filing of this Statement)
|
1.
|
NAMES OF REPORTING PERSONS
Meadow Valley Parent Corp.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(b) x
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
BK, AF, OO
|
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
2,645,212
|
||
9.
|
SOLE DISPOSITIVE POWER
0
|
||
10.
|
SHARED DISPOSITIVE POWER
2,645,212
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,645,212
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.4%
|
|
14.
|
TYPE OF REPORTING PERSON
CO
|
1.
|
NAMES OF REPORTING PERSONS
Meadow Valley Solutions LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
AF, OO
|
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
2,645,212
|
||
9.
|
SOLE DISPOSITIVE POWER
0
|
||
10.
|
SHARED DISPOSITIVE POWER
2,645,212
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,645,212
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.4%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
1.
|
NAMES OF REPORTING PERSONS
Meadow Valley Resources LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
AF, OO
|
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
2,645,212
|
||
9.
|
SOLE DISPOSITIVE POWER
0
|
||
10.
|
SHARED DISPOSITIVE POWER
2,645,212
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,645,212
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.4%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
1.
|
NAMES OF REPORTING PERSONS
Meadow Valley Holdings LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
AF, OO
|
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
2,645,212
|
||
9.
|
SOLE DISPOSITIVE POWER
0
|
||
10.
|
SHARED DISPOSITIVE POWER
2,645,212
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,645,212
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.4%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
1.
|
NAMES OF REPORTING PERSONS
Insight Equity I LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
AF, OO
|
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
2,645,212
|
||
9.
|
SOLE DISPOSITIVE POWER
0
|
||
10.
|
SHARED DISPOSITIVE POWER
2,645,212
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,645,212
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.4%
|
|
14.
|
TYPE OF REPORTING PERSON
PN
|
1.
|
NAMES OF REPORTING PERSONS
Insight Equity GP I LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
AF, OO
|
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
2,645,212
|
||
9.
|
SOLE DISPOSITIVE POWER
0
|
||
10.
|
SHARED DISPOSITIVE POWER
2,645,212
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,645,212
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.4%
|
|
14.
|
TYPE OF REPORTING PERSON
PN
|
1.
|
NAMES OF REPORTING PERSONS
Insight Equity Holdings I LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
AF, OO
|
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
2,645,212
|
||
9.
|
SOLE DISPOSITIVE POWER
0
|
||
10.
|
SHARED DISPOSITIVE POWER
2,645,212
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,645,212
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.4%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
1.
|
NAMES OF REPORTING PERSONS
Insight Equity Holdings LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
AF, OO
|
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
2,645,212
|
||
9.
|
SOLE DISPOSITIVE POWER
0
|
||
10.
|
SHARED DISPOSITIVE POWER
2,645,212
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,645,212
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.4%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
1.
|
NAMES OF REPORTING PERSONS
Bradley E. Larson
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
PF
|
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
13,416
|
|
8.
|
SHARED VOTING POWER
0
|
||
9.
|
SOLE DISPOSITIVE POWER
13,416
|
||
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,416
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
|
|
14.
|
TYPE OF REPORTING PERSON
IN
|
1.
|
NAMES OF REPORTING PERSONS
Kenneth D. Nelson
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
PF
|
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
14,416
|
|
8.
|
SHARED VOTING POWER
0
|
||
9.
|
SOLE DISPOSITIVE POWER
14,416
|
||
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,416
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
|
|
14.
|
TYPE OF REPORTING PERSON
IN
|
1.
|
NAMES OF REPORTING PERSONS
Robert W. Bottcher
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
PF
|
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
500
|
|
8.
|
SHARED VOTING POWER
0
|
||
9.
|
SOLE DISPOSITIVE POWER
500
|
||
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
|
14.
|
TYPE OF REPORTING PERSON
IN
|
Exhibit 99.1
|
Joint Filing Agreement, dated August 25, 2010.
|
MEADOW VALLEY PARENT CORP.
|
|||
By:
|
/s/ Robert J. Conner
|
||
Name: Robert J. Conner
|
|||
Title: Attorney-in-fact
|
|||
MEADOW VALLEY SOLUTIONS LLC
|
|||
By:
|
/s/ Robert J. Conner
|
||
Name: Robert J. Conner
|
|||
Title: Attorney-in-fact
|
|||
MEADOW VALLEY HOLDINGS LLC
|
|||
By:
|
/s/ Robert J. Conner
|
||
Name: Robert J. Conner
|
|||
Title: Attorney-in-fact
|
|||
MEADOW VALLEY RESOURCES LLC
|
|||
By:
|
/s/ Robert J. Conner
|
||
Name: Robert J. Conner
|
|||
Title: Attorney-in-fact
|
|||
INSIGHT EQUITY I LP
|
|||
By:
|
Insight Equity GP I LP
|
||
By:
|
Insight Equity Holdings I LLC
|
||
By:
|
/s/ Robert J. Conner
|
||
Name: Robert J. Conner
|
|||
Title: Attorney-in-fact
|
|||
INSIGHT EQUITY GP I LP
|
|||
By:
|
Insight Equity Holdings I LLC
|
||
By:
|
/s/ Robert J. Conner
|
||
Name: Robert J. Conner
|
|||
Title: Attorney-in-fact
|
INSIGHT EQUITY HOLDINGS I LLC
|
|||
By:
|
/s/ Robert J. Conner
|
||
Name: Robert J. Conner
|
|||
Title: Attorney-in-fact
|
|||
INSIGHT EQUITY HOLDINGS LLC
|
|||
By:
|
/s/ Robert J. Conner
|
||
Name: Robert J. Conner
|
|||
Title: Attorney-in-fact
|
|||
BRADLEY E. LARSON
|
|||
/s/ Bradley E. Larson
|
|||
KENNETH D. NELSON
|
|||
/s/ Kenneth D. Nelson
|
|||
ROBERT W. BOTTCHER
|
|||
/s/ Robert W. Bottcher
|