Item 8.01. Other Events.

On December 17, 2008, Apex Testing Corp., a Nevada corporation (the "Seller"), a wholly-owned subsidiary of Meadow Valley Corporation, a Nevada corporation (the "Company"), completed the sale of substantially all of the assets (the "Assets") and certain liabilities of the Seller pursuant to an Asset Purchase Agreement dated as of September 11, 2008, as amended (the "Purchase Agreement"), by and among the Seller, the Company and 3B Engineering, LLC, a Nevada limited liability company (the "Purchaser"). The purchase price for the Assets was $477,549.91. The purchase price was paid as follows: (a) $100,000 was paid in cash at the closing; and (b) $377,549.91 was paid in the form of a secured promissory note made by the Purchaser in favor of the Company (the "Promissory Note"). The principal amount of the Promissory Note bears interest at the rate of 8% per annum, payable quarterly. All outstanding principal and accrued but unpaid interest under the Promissory Note is due and payable on December 5, 2013. The Purchase Agreement contains customary provisions for transactions of this nature, including, without limitation, representations, warranties and covenants.
The Purchaser's obligations under the Purchase Agreement and the Promissory Note are secured by a security interest in the Purchaser's assets, personal guaranties given by the owners of the Purchaser, pledges of the owners' equity interests in the Purchaser and a deed of trust concerning certain real property owned by one of the owners of the Purchaser.
As a result of the transactions contemplated by the Purchase Agreement, the Company will cease to report the seller as a segment of the Company in the Company's financial statements, periodic reports and other filings after the period in which the transactions closed.

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