UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 4, 2008
Ready Mix, Inc.
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
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001-32440
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86-0830443 |
(Commission File Number)
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(IRS Employer Identification Number) |
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3430 East Flamingo Rd Suite 100, Las Vegas, NV
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89121 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (702) 433-2090
Not applicable
(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:
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On August 4, 2008, Ready Mix, Inc. (the Company) announced that Robert R. Morris, the
Companys President and a member of its board of directors, resigned effective immediately. To
facilitate the management transition, Mr. Morris will remain with the Company as an employee until
his retirement on September 13, 2008. Mr. Morris helped form and joined the Company, as President,
in June 1996. Mr. Morris became a director in April 2005.
Upon acceptance of Mr. Morris resignation by the Companys board of directors, the board
appointed Robert A. De Ruiter, age 48, as the Companys President and a member of the board of
directors to fill the vacancy created by Mr. Morris departure. Mr. De Ruiter previously served as
the Companys Vice President.
Mr. De Ruiter agreed to an increase in his annual base salary to $165,000, which may be
adjusted, from time to time, by the Companys compensation committee and subject to the approval of
the board of directors. In addition, in connection with his appointment to the board of directors,
Mr. De Ruiter and the Company entered into an Indemnification Agreement whereby the Company agreed
to indemnify and hold harmless Mr. De Ruiter, to the fullest extent permitted by applicable law,
from and against certain liabilities for actions taken by him during the performance of his duties
for the Corporation. A copy of the Indemnification Agreement has been filed herewith as Exhibit
10.01.
Robert A. De Ruiter has been the General Manager of the Companys metropolitan Phoenix,
Arizona ready-mix concrete business since it was organized in 2000. In January 2005, Mr. De Ruiter
was named Vice President. From 1998 to 2000, he was the Regional Manager for Mineral Resources
Technologies, Phoenix, Arizona, where he was responsible for operation, sales and marketing of
mineral resources fly ash products in Arizona, New Mexico, Texas and California. From 1995 to
1998, Mr. De Ruiter was a Technical Sales Representative for Grace Construction Products, Las
Vegas, Nevada, and he sold concrete admixtures to concrete producers, contractors, architects and
engineers. From 1990 to 1995, he was a sales representative for Sunward Materials, Phoenix,
Arizona, where he sold concrete and aggregate to contractors, architects and engineers.
There are no transactions, since the beginning of the Companys last fiscal year, or any
currently proposed transaction, in which the Company was or is to be a participant and the amount
involved exceeds the lesser of $120,000 or one percent of the average of the Companys total assets
at year-end for the last three completed fiscal years, and in which Mr. De Ruiter had or will have
a direct or indirect material interest.
Item 8.01 Other Events.
On August 4, 2008, the Company announced that it would relocate its corporate headquarters to
Phoenix, Arizona. The Company also announced that no change in personnel would result from the
change in the Companys headquarters.
On August 5, 2008, the Company issued a press release announcing the departure of Mr. Morris
and the appointment of Mr. De Ruiter as the Companys President and a member of the board of
directors. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.
The information contained in the press release shall not be deemed filed for purposes of
Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is attached hereto and furnished herewith:
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Exhibit |
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Exhibit Description |
10.01
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Indemnification Agreement dated August 5, 2008 between Ready Mix, Inc. and Robert A. De Ruiter |
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99.01
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Press Release of Ready Mix, Inc., dated August 5, 2008 |
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.
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Ready Mix, Inc.
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Date: August 6, 2008 |
By: |
/s/ Clint Tryon
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Clint Tryon |
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Secretary, Treasurer, Chief Financial
Officer and Principal Accounting Officer |
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