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): June 1430, 2010

North American Galvanizing & Coatings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

1-3920

71-0268502

(State or Other Jurisdiction of Incorporation)

(Commission

File Number)

(I.R.S. Employer Identification No.)

5314 S. Yale Avenue
Suite 1000
Tulsa, Oklahoma

74135

(Address of Principal Executive Offices)

(Zip Code)

(Registrant’s telephone number, including area code): (918) 494-0964

N/A

(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 (see General Instruction A.2. below):

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 3.01 ~~Changes~~. inNotice ~~Control~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ~~Registrant~~Listing.

On March 31, 2010, North American Galvanizing & Coatings, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AZZ incorporated, a Texas corporation (“Parent”), and Big Kettle Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”). Pursuant to the Merger Agreement, Purchaser commenced a tender offer (the “Offer”) on May 7, 2010 for all of the Company’s outstanding shares of common stock, par value $0.10 per share (the “Company Common Stock”), at a purchase price of $7.50 per share in cash, without interest (less any applicable withholding taxes) (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 7, 2010, and the related Letter of Transmittal.

The Offer expired at 5:00 p.m., Central Daylight Saving Time, on June 14, 2010 (the “Expiration Time”). Based on information from the depositary, as of the Expiration Time, a total of approximately 12,~~900~~962,~~591~~287 shares of Company Common Stock were validly tendered and not withdrawn pursuant to the Offer, resulting in a change in control of the Company. ~~The depositary has also advised that an additional 117,395 shares of Company Common Stock have been tendered subject to guaranteed delivery procedures.~~ These shares of Company Common Stock (together with (x) the shares of Company Common Stock beneficially owned by Parent, Purchaser or their respective subsidiaries and (y) the shares of Company Common Stock that ~~are~~were issuable upon exercise of options, that ~~are~~were held in trust pursuant to the Company’s Director Stock Unit Program or that ~~constitute~~constituted restricted shares, in each case which the Purchaser ~~has~~exercised anits option to purchase), represent approximately 83% of the Company’s outstanding shares of Company Common Stock determined on a fully diluted basis.

The ~~number~~Merger Agreement provides, among other things, that following the consummation of ~~shares~~the Offer and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement and in accordance with the Delaware General Corporation Law, Purchaser will merge with and into the Company (the “Merger”), and each share of Company Common Stock ~~tendered~~not ~~pursuant~~acquired in the Offer will be cancelled and converted into the right to receive the Offer ~~satisfies~~Price ~~certain~~(other ~~conditions~~than ~~set~~shares ~~forth~~of Company Common Stock held in the treasury of the Company or owned by Parent, Purchaser or any of their subsidiaries, and shares of Company Common Stock held by stockholders who properly demand appraisal rights). Following the effective time of the Merger, ~~Agreement~~the Company will continue as an indirect wholly owned subsidiary of Parent. ~~All~~The closing of the Merger is subject to approval by holders of two-thirds of the outstanding shares of Company Common Stock ~~that~~entitled ~~were~~to ~~validly~~vote ~~tendered~~at ina meeting of the ~~Offer~~stockholders ~~and~~of ~~not~~the ~~withdrawn~~Company, ~~have~~voting ~~been~~together ~~accepted~~as ~~for~~a ~~payment,~~single ~~and~~class. As a result of the number of shares of Company Common Stock tendered in the Offer, Purchaser ~~will~~holds ~~pay~~a ~~for~~sufficient ~~all~~number ~~such~~of shares of Company Common Stock ~~promptly~~such that the vote of any other stockholder of the Company will not be required to approve the Merger.

~~The~~In ~~Merger~~connection ~~Agreement~~with ~~provides, among other things, that following~~ the ~~consummation~~expected ofclosing ~~the Offer and subject to the satisfaction or waiver~~ of the ~~conditions set forth in the~~ Merger ~~Agreement~~ and inconversion ~~accordance~~of ~~with~~ the ~~Delaware~~shares ~~General Corporation Law, Purchaser will merge with and into the Company (the “Merger”), and each share~~ of Company Common Stock ~~not acquired in the Offer will be cancelled and converted~~ into the right to receive the Offer Price, ~~(other~~on ~~than~~June ~~shares~~30, of2010 ~~Company Common Stock held in~~ the ~~treasury~~Company ofnotified the ~~Company~~NASDAQ ~~or owned by Parent, Purchaser or any of their subsidiaries, and shares of Company Common~~ Stock ~~held~~Market ~~by stockholders who properly demand appraisal rights~~(“NASDAQ”)~~. Following~~ ~~the~~that ~~effective time of~~ the ~~Merger, the~~ Company ~~will~~intends ~~continue~~to asfile ana ~~indirect~~Form ~~wholly~~25 ~~owned~~with ~~subsidiary~~the ofSecurities ~~Parent. The~~and ~~closing~~Exchange ofCommission (the ~~Merger~~“SEC”) ~~is subject~~ to ~~approval~~strike ~~by holders of two-thirds of~~ the ~~outstanding~~ ~~shares of~~ Company Common Stock ~~entitled~~from tolisting ~~vote~~and atregistration ~~a meeting of the stockholders of the Company, voting together as a single class~~thereon. As aOn ~~result~~or ofabout the ~~number~~effective ofdate ~~shares~~ of ~~Company Common Stock tendered in~~ the ~~Offer~~Merger, ~~Purchaser~~and ~~holds~~after athe ~~sufficient~~effective ~~number~~date of ~~shares of Company Common Stock such that~~ the ~~vote~~Form of25, ~~any other stockholder of~~ the Company ~~will~~intends ~~not~~to befile ~~required~~with tothe ~~approve~~SEC ~~the~~a ~~Merger.~~

AsForm a15 ~~result~~to ofderegister the ~~foregoing,~~Company ~~Parent~~Common ~~became~~Stock ~~entitled~~ under ~~the~~Section ~~Merger~~12(g) ~~Agreement~~of tothe ~~designate~~Securities ~~certain~~Exchange ~~directors~~Act of ~~the Company~~1934, as ~~described~~amended in(the ~~more~~“Exchange ~~detail~~Act”), ~~under~~and ~~Item~~to ~~5.02~~suspend ofthe ~~this~~remaining ~~Current~~reporting ~~Report~~obligations onof ~~Form~~the ~~8-K~~Company ~~below~~under the Exchange Act.

The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on April 5, 2010 and is incorporated herein by reference. In particular, the representations, warranties and covenants set forth in the Merger Agreement (1) were made solely for purposes of the Merger Agreement and solely for the benefit of the contracting parties, (2) may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made to Parent and Purchaser in connection with the Merger Agreement, (3) will not survive consummation of the Merger, (4) are qualified in certain circumstances by a materiality standard which may differ from what may be viewed as material by investors, (5) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement, and (6) may have been included in the Merger Agreement for the purpose of allocating risk between the parties rather than establishing matters as facts. Investors are not third party beneficiaries under the Merger Agreement, and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the parties. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in subsequent public disclosure.

Item 57.0201. ~~Departure~~Regulation ofFD ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Disclosure.

~~The~~On ~~Merger~~June ~~Agreement~~30, ~~provides that~~2010, ~~upon~~ the ~~purchase~~Company byissued ~~Purchaser~~a ~~pursuant~~press torelease ~~the~~announcing ~~Offer~~its ofintention ~~such~~to ~~number~~strike ofthe ~~Shares~~listing inand ~~satisfaction~~registration of ~~certain~~the ~~conditions~~Company ~~under~~Common ~~the~~Stock ~~Merger~~on ~~Agreement,~~NASDAQ. ~~and~~A ~~from~~copy ~~time~~of tothe ~~time~~press ~~thereafter,~~release ~~Purchaser~~ is ~~entitled~~attached tohereto ~~designate~~as ~~directors~~Exhibit ~~(the~~99.1 ~~“Purchaser~~and ~~Designees”)~~is toincorporated ~~serve~~herein onby ~~the~~reference. In ~~Board~~accordance ofwith ~~Directors~~General Instruction B.2. of ~~the~~Form ~~Company~~8-K, (the ~~“Company~~information ~~Board”)~~in upthis toCurrent ~~such~~Report ~~number~~on ofForm ~~directors~~8-K, ~~equal~~including toExhibit ~~the~~99.1, ~~product~~that ~~(rounded~~is upbeing furnished pursuant to ~~the~~Item ~~next~~7.01 ~~whole~~of ~~number)~~Form ~~obtained~~8-K byshall ~~multiplying~~not ~~(x)~~be ~~the~~deemed ~~total~~“filed” ~~number~~for purposes of ~~directors~~Section on18 of the ~~Company~~Exchange ~~Board~~Act, ~~(giving~~or ~~effect~~otherwise subject to ~~any increase in~~ the ~~number~~liability of ~~directors~~that ~~pursuant~~section, tonor ~~the~~shall ~~Merger~~it ~~Agreement)~~be deemed incorporated by ~~(y)~~reference ~~the~~in ~~percentage~~any ~~that~~filing under the ~~aggregate~~Securities ~~number~~Act of ~~shares~~1933, ofas ~~Company~~amended, ~~Common~~or ~~Stock beneficially owned by Purchaser bears to~~ the ~~total~~Exchange ~~number~~Act, ofexcept ~~shares~~as ofexpressly ~~Company~~set ~~Common~~forth ~~Stock~~in ~~then~~such ~~outstanding~~filing.

~~Following~~Item ~~the~~9.01. ~~election~~Financial orStatements ~~appointment of the Purchaser Designees~~ and prior to the effective time of the Merger, the Company Board will have at least 2 directors who were directors of the Company on March 31, 2010 and who were not officers of the Company and who are independent directors for purposes of the applicable listing and corporate governance rules and regulations of the NASDAQ Stock Market LLCExhibits.

On June 14, 2010, in connection with the consummation of the Offer, each of Linwood J. Bundy, Ronald J. Evans, Gilbert L. Klemann, II, Patrick J. Lynch and John H. Sununu resigned as directors of the Company. Ronald J. Evans also resigned as Chief Executive Officer, President and an employee of the Company. On the same date, the Company Board filled the vacancies created by these resignations by appointing David H. Dingus, Dana L. Perry, Ashok E.

Exhibit No.

Description

99.1

Press Release dated June 30, 2010.

~~Kolady and Tim E. Pendley to serve as directors of the Company, and David H. Dingus to serve as Chief Executive Officer and President of the Company.~~ Signature

~~Each~~Pursuant ~~of the new directors was appointed pursuant~~ to the ~~Merger~~requirements ~~Agreement~~of at the ~~request~~Securities ofand ~~Purchaser. The~~Exchange ~~biography~~Act of ~~each~~1934, ~~new director and~~ the ~~new~~registrant ~~Chief~~has ~~Executive~~duly ~~Officer~~caused ~~and~~this ~~President~~report ~~is contained in Annex I~~ to ~~the~~be ~~Solicitation/Recommendation~~signed ~~Statement~~ on ~~Schedule~~its ~~14D-9~~behalf ~~filed~~ by the ~~Company~~undersigned onhereunto ~~May~~duly ~~7, 2010 and is incorporated herein by reference~~authorized.

~~Signature~~Date: June 30, 2010

~~Pursuant~~North toAmerican ~~the~~Galvanizing ~~requirements~~& ~~of the Securities and Exchange Act of 1934~~Coatings, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Inc.

~~Date~~By: ~~June~~/s/ ~~17,~~David ~~2010~~H. Dingus

~~North~~Name: ~~American~~David ~~Galvanizing & Coatings, Inc~~H. Dingus

ByTitle: ~~/s/~~President ~~David~~and H.Chief ~~Dingus~~Executive Officer

~~Name:~~Exhibit ~~David H. Dingus~~Index

Title: President and Chief Executive Officer

Exhibit No.

Description

99.1

Press Release dated June 30, 2010.

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