As filed with the Securities and Exchange Commission on January 11, 2013
Registration No. 333-185957
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
TEXAS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 75-0832210 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 1341 W. Mockingbird Lane, Suite 700W, Dallas, Texas | 75247 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Texas Industries, Inc. 2004 Omnibus Equity Compensation Plan
Texas Industries, Inc. Management Deferred Compensation Plan
(Full title of the plan)
Frederick G. Anderson
Vice President and General Counsel
Texas Industries, Inc.
1341 W. Mockingbird Lane, Suite 700W, Dallas Texas 75247
(Name and address of agent for service)
(972) 647-6700
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | þ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 333-185957) (the “Registration Statement”) of Texas Industries, Inc., a Delaware corporation (the “Registrant”), filed by the Registrant on January 10, 2013. The Registration Statement registered the issuance of an additional 2,500,000 shares of common stock, par value $1.00 per share (“Common Stock”), of the Registrant to be offered pursuant to the Texas Industries, Inc. 2004 Omnibus Equity Compensation Plan, as amended and restated (the “2004 Omnibus Equity Compensation Plan”).
The purpose of this Post-Effective Amendment No. 1 is to add an additional plan, the Texas Industries, Inc. Management Deferred Compensation Plan (the “Management Deferred Compensation Plan”), to the Registration Statement. The number of shares of Common Stock authorized to be issued under the Management Deferred Compensation Plan is 2,500,000 shares of Common Stock. The number of shares of Common Stock authorized to be issued under the 2004 Omnibus Equity Compensation Plan is 5,000,000 shares of Common Stock, reduced by the number of shares of Common Stock issued or represented by outstanding awards pursuant to the Management Deferred Compensation Plan. No additional securities are being registered hereby.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The information required by this Item 8 is set forth in the Exhibit Index accompanying this Registration Statement and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 No. 1 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 January 11, 2013.
| TEXAS INDUSTRIES, INC. | ||||
| By: | /s/ MEL G. BREKHUS | |||
| Name: | Mel G. Brekhus | |||
| Title: | President and Chief Executive Officer | |||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated below.
Signature | Title | Date | ||
/s/ MEL G. BREKHUS Mel G. Brekhus | President and Chief Executive Officer (Principle Executive Officer) and Director | January 11, 2013 | ||
/s/ KENNETH R. ALLEN* Kenneth R. Allen | Vice President—Finance and Chief Financial Officer (Principal Financial Officer) | January 11, 2013 | ||
/s/ T. LESLEY VINES* T. Lesley Vines | Vice President—Corporate Controller and Treasurer (Principal Accounting Officer) | January 11, 2013 | ||
/s/ JOHN D. BAKER II* John D. Baker II | Director | January 11, 2013 | ||
/s/ EUGENIO CLARIOND* Eugenio Clariond | Director | January 11, 2013 | ||
/s/ SAM COATS* Sam Coats | Director | January 11, 2013 | ||
/s/ SEAN P. FOLEY* Sean P. Foley | Director | January 11, 2013 | ||
/s/ BERNARD LANIGAN, JR.* Bernard Lanigan, Jr. | Director | January 11, 2013 | ||
/s/ THOMAS R. RANSDELL* Thomas R. Ransdell | Director | January 11, 2013 | ||
/s/ ROBERT D. ROGERS* Robert D. Rogers | Director | January 11, 2013 | ||
/s/ THOMAS L. RYAN* Thomas L. Ryan | Director | January 11, 2013 | ||
/s/ RONALD G. STEINHART* Ronald G. Steinhart | Director | January 11, 2013 | ||
/s/ DOROTHY C. WEAVER* Dorothy C. Weaver
* By the following, as attorney-in-fact: | Director | January 11, 2013 | ||
/s/ FREDERICK G. ANDERSON Frederick G. Anderson, attorney-in-fact | January 11, 2013 | |||
EXHIBIT INDEX
Exhibit | Description | |
| 24.1 | Powers of Attorney (included on the signature page to the Registrant’s Registration Statement on Form S-8 (File No. 333-185957) filed with the Commission on January 10, 2013 and incorporated herein by reference) | |
| 99.2 | Texas Industries, Inc. Management Deferred Compensation Plan (filed as Appendix B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on August 24, 2012 and incorporated herein by reference) |
