On March 16, 2009, the Board of Directors of Quixote Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 2/3 per share, of the Company (the "Common Stock"). The dividend is payable on March 26, 2009 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series C Junior Participating Preferred Stock, no par value, of the Company (the "Preferred Stock") at a price of $20.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of March 16, 2009, as the same may be amended from time to time (the "Rights Agreement"), between the Company and Computershare Trust Company, N.A., as Rights Agent (the "Rights Agent").

The following summary description of the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference to Exhibit 4.1 of this Current Report on Form 8-K.

Our Board of Directors adopted the Rights Agreement in an effort to protect stockholder value by attempting to deter acquisitions of our Common Stock that would potentially limit our ability to use our U.S. net operating loss, capital loss and tax credit carryovers (the "Tax Attributes"). As of December 31, 2008 the Company had U.S net operating losses of approximately $44 million, state net operating losses of approximately $14 million and research and development tax credits of approximately $3 million which can be carried forward for tax purposes. If the Company experiences an "ownership change," as defined in
Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated by the United States Department of the Treasury thereunder (the "related Treasury regulations"), its ability to fully utilize the Tax Attributes on an annual basis will be substantially limited, and the timing of the usage of the Tax Attributes could be substantially delayed, which could therefore significantly impair the value of those assets.

Under the Rights Agreement, from and after the record date of March 26, 2009, each share of Common Stock will carry with it a Right until the Distribution Date or earlier expiration of the Rights, as described below. In general terms, the Rights will work to impose a significant penalty upon any person or group which acquires 4.9% or more of the outstanding Common Stock after March 16, 2009, without the approval of our Board of Directors. Stockholders that own 4.9% or more of the outstanding Common Stock as of the close of business on March 16, 2009, will not trigger the Rights so long as they do not (i) acquire additional shares of Common Stock representing one-half of one percent (0.5%) or more of the shares of Common Stock then outstanding or
(ii) fall under 4.9% ownership of Common Stock and then re-acquire shares that in the aggregate equal 4.9% or more of the Common Stock. Our Board of Directors may, in its sole discretion, exempt any person or group for purposes of the Rights Agreement if it determines the acquisition by such person or group will not jeopardize tax benefits or is otherwise in the Company's best interests. The Rights Agreement is not expected to interfere with any merger or other business combination approved by our Board of Directors.

The Rights will not be exercisable until 10 days after the public announcement that a person or group has become an "Acquiring Person" by obtaining beneficial ownership, after March 16, 2009, of 4.9% or more of the outstanding Common Stock (or if already the beneficial owner of at least 4.9% of the outstanding Common Stock, by acquiring additional shares of Common Stock representing one-half of one percent (0.5%) or more of the shares of Common Stock then outstanding), unless exempted by our Board of Directors.

The date when the Rights become exercisable is the "Distribution Date." Until that date or earlier expiration of the Rights, the Common Stock certificates will also evidence the Rights, and any transfer of shares of Common Stock will constitute a transfer of Rights. After that date, the Rights will separate from the Common Stock and be evidenced by Rights Certificates that the Company will mail to all eligible holders of Common Stock. Any Rights held by an Acquiring Person are void and may not be exercised.

The Rights will expire on the earliest to occur of: (i) the close of business on March 16, 2019, (ii) the repeal of Section 382 or any successor statute if our Board of Directors determines that the Rights Agreement is no longer necessary for the preservation of Tax Attributes, or (iii) the beginning of a taxable year of the Company to which our Board of Directors determines that no Tax Attributes may be carried forward (the "Final Expiration Date"), unless the Final Expiration Date is advanced or extended by our Board of Directors.

The Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights is subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above).

The number of outstanding Rights is subject to adjustment in the event of a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date.

With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock or Common Stock . . .

See the disclosures in Items 1.01 and 5.03 of this Current Report on Form 8-K, which are incorporated herein by reference.

On March 17, 2009, we amended our Certificate of Incorporation by filing a Certificate of Designation of Series C Junior Participating Preferred Stock (the "Certificate of Designation") with the Secretary of State of the State of Delaware. See the description set out under Item 1.01 for a more complete description of the rights and preferences of the Series C Junior Participating Preferred Stock, which is incorporated herein by reference. The Certificate of Designation is incorporated herein by reference to the Certificate of Designation attached as Exhibit 3.1 to this Current Report on Form 8-K.

This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements regarding our expectations, beliefs, intentions, plans, projections, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are not historical facts, including statements concerning our position with respect to net operating losses and possible limitations on their use. Actual results may differ materially from those expressed or implied by the forward-looking statements contained in this report. Forward-looking statements are subject to numerous risks, uncertainties and assumptions about us and our business. Important factors that could cause actual results to differ materially from those in the forward looking statements include the difficulty of determining all of the facts relative to Section 382, unreported buying and selling activity by stockholders and unanticipated interpretations of the Internal Revenue Code and regulations as well as the risks and uncertainties discussed in our Form 10-Q for the quarter ended December 31, 2008, under the caption "Forward-Looking Statements" in Management's Discussion and Analysis of Financial Condition and Results of Operations and "Risk Factors" in Part II which discussion is incorporated herein by this reference. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not undertake to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

(d) Exhibits:

Exhibit Number    Exhibit Description


3.1               Certificate of Designation of Series C Junior Participating
                  Preferred Stock, as filed with the Secretary of State of the
                  State of Delaware on March 17, 2009.

4.1               Rights Agreement, dated as of March 16, 2009, by and between the
                  Company and Computershare Trust Company, N.A., which includes as
                  Exhibit A, the Form of Certificate of Designation of Series C
                  Junior Participating Preferred Stock, as Exhibit B, the Form of
                  Rights Certificate, and as Exhibit C, the Summary of Rights to
                  Purchase Shares of Preferred Stock of Quixote Corporation.

99.1              Press Release, dated March 17, 2009.