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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Post-Effective Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



VALMONT INDUSTRIES, INC.
and Additional Subsidiary Guarantor Registrants
(See Table of Additional Registrants Below)

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
  47-0351813
(I.R.S. Employer
Identification Number)

One Valmont Plaza
Omaha, Nebraska 68154-5215
(402) 963-1000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)



Terry J. McClain
Senior Vice President and Chief Financial Officer
Valmont Industries, Inc.
One Valmont Plaza
Omaha, Nebraska 68154-5215

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)



Copy to:

David L. Hefflinger
Guy Lawson
McGrath North Mullin & Kratz, PC LLO
Suite 3700 First National Tower
1601 Dodge Street
Omaha, Nebraska 68102

          Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

          If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box.    o

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    ý

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    ý

          If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    o



Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o
(Do not check if a
smaller reporting company)
  Smaller reporting company o



ADDITIONAL REGISTRANTS

        Each of the following subsidiaries of Valmont Industries, Inc. that becomes a guarantor of certain of the securities registered hereby, is hereby deemed a registrant.

Exact Name of Registrant
as Specified in its Charter
  State or Other
Jurisdiction of
Incorporation or
Organization
  I.R.S. Employer
Identification
Number
  Address, Including
Zip Code, and
Telephone Number,
Including Area Code,
of Registrant's
Principal Executive
Offices

Valmont Coatings, Inc. 

  Delaware     52-2196620   *

PiRod, Inc. 

  Delaware     35-1990084   *

Valmont Newmark, Inc. 

  Delaware     36-3061181   *

Valmont Queensland Pty Ltd

  Australian Corporation         *

Valmont Group Pty Ltd

  Australian Corporation         *

*
c/o Valmont Industries, Inc., One Valmont Plaza, Omaha, Nebraska 68154, (402) 963-1000


EXPLANATORY NOTE

        This is a post-effective amendment of the registration statement on Form S-3 of Valmont Industries, Inc. (filed on April 7, 2010) (the "Registration Statement"). This post-effective amendment to the Registration Statement is being filed solely to include the consent of Deloitte LLP as an Exhibit 23.2 thereto. No other changes are being made to the Registration Statement or exhibits thereto.


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution

        The following table sets forth the costs and expenses to be borne by the Registrant in connection with the offerings described in this Registration Statement.

Registration fee

  $ *  

Transfer Agent and Trustee fees and expenses

  $ **  

Printing

  $ **  

Accounting fees and expenses

  $ **  

Legal fees and expenses

  $ **  

Rating agency fees

  $ **  

Miscellaneous

  $ **  
       
 

Total

  $ **  
       

*
Omitted because the registration fee is being deferred pursuant to Rule 456(b).

**
Not presently known.

Item 15.    Indemnification of Directors and Officers

        Pursuant to Article VIII of the Restated Certificate of Incorporation of Valmont, Valmont shall, to the extent required, and may, to the extent permitted, by Section 102 and Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify and reimburse all persons whom it may indemnify and reimburse pursuant thereto. No director shall be liable to Valmont or its stockholders for monetary damages for breach of fiduciary duty as a director. However, a director shall continue to be liable for (1) any breach of a director's duty of loyalty to Valmont or its stockholders; (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) paying a dividend or approving a stock repurchase which would violate Section 174 of the General Corporation Law of the State of Delaware; or (4) any transaction from which the director derived an improper personal benefit.

        The By-Laws of Valmont provide for indemnification of Valmont officers and directors against all expenses, liabilities or losses reasonably incurred or suffered by the officer or director, including liability arising under the Securities Act of 1933, to the extent legally permissible under Section 145 of the General Corporation Law of the State of Delaware where any such person was, is, or is threatened to be made a party to or is involved in any action, suit or proceeding whether civil, criminal, administrative or investigative, by reason of the fact such person was serving Valmont in such capacity. Generally, under Delaware law, indemnification will only be available where an officer or director can establish that such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Valmont.

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        Valmont also maintains a director and officer insurance policy which insures the officers and directors of Valmont and its subsidiaries against damages, judgments, settlements and costs incurred by reason of certain wrongful acts committed by such persons in their capacities as officers and directors.

Item 16.    Exhibits

        The following is a list of all exhibits filed as a part of this registration statement on Form S-3, including those incorporated herein by reference.

Exhibit No.   Document
  1.1 * Form of Underwriting Agreement
        
  3.1   The Company's Restated Certificate of Incorporation, as amended. This document was filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 28, 2009 and is incorporated herein by this reference.
        
  3.2   The Company's By-Laws, as amended. This document was filed as Exhibit 3.1 to the Company's Current Report on Form 8-K dated December 16, 2007, and is incorporated herein by this reference.
        
  4.1 ** Form of Senior Debt Indenture
        
  4.2 * Form of Senior Debt Security
        
  5.1 ** Opinion of McGrath North Mullin & Kratz, PC LLO
        
  12.1 ** Statement regarding computation of Ratio of Earnings to Fixed Charges
        
  23.1 ** Consent of Deloitte & Touche LLP
        
  23.2   Consent of Deloitte LLP
        
  23.3 ** Consent of McGrath North Mullin & Kratz, PC LLO (included in Exhibit 5.1)
        
  24 ** Powers of Attorney
        
  25.1 ** Statement of Eligibility on Form T-1 for Senior Debt Indenture

*
To be filed by amendment or as an exhibit to a Current Report on Form 8-K.

**
Previously filed.

Item 17.    Undertakings

(a)
The undersigned Registrant hereby undertakes:

II-2


        The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of

II-3


the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

        (b)   The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-4



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Valmont Industries, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment of Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska, on the 7th day of April, 2010.

  Valmont Industries, Inc.

 

By:

 

/s/ MOGENS C. BAY


      Name:   Mogens C. Bay

      Title:   Chairman and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment of Registration Statement has been signed by the following persons in the capacities on the 7th day of April, 2010.

Signature
 
Title
 
Date

 

 

 

 

 
/s/ MOGENS C. BAY

Mogens C. Bay
  Director, Chairman and Chief Executive Officer
(Principal Executive Officer)
  April 7, 2010

/s/ TERRY J. MCCLAIN

Terry J. McClain

 

Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)

 

April 7, 2010

/s/ MARK C. JAKSICH

Mark C. Jaksich

 

Vice President & Controller
(Principal Accounting Officer)

 

April 7, 2010

 

Walter Scott, Jr.*

 

Director

 

Kenneth E. Stinson*

 

Director

Thomas F. Madison*

 

Director

 

Stephen R. Lewis, Jr.*

 

Director

Glen A. Barton*

 

Director

 

K. R. den Daas*

 

Director

Daniel P. Neary*

 

Director

 

Clark Randt*

 

Director


*
Mogens C. Bay, by signing his name hereto, signs the amendment of Registration Statement on behalf of each of the directors indicated. A Power of Attorney authorizing Mogens C. Bay to sign the amendment of registration statement on Form S-3 on behalf of each of the indicated directors of Valmont Industries, Inc. has been previously filed hereto as an exhibit.

    /s/ MOGENS C. BAY

Mogens C. Bay
Attorney-in-Fact

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment of Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska, on the 7th day of April, 2010.

  Valmont Coatings, Inc.

 

By:

 

/s/ TERRY J. MCCLAIN


      Name:   Terry J. McClain

      Title:   President

        Pursuant to the requirements of the Securities Act of 1933, this amendment of Registration Statement has been signed by the following persons in the capacities indicated on the 7th day of April, 2010.

Signature
 
Title

 

 

 
/s/ TERRY J. MCCLAIN

Terry J. McClain
  President, Chairman, and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

/s/ E. ROBERT MEANEY

E. Robert Meaney*

 

Vice President and Director

*
Terry J. McClain, by signing his name hereto, signs the amendment of Registration Statement on behalf of the indicated director. A Power of Attorney authorizing Terry J. McClain to sign the amendment of Registration Statement on Form S-3 on behalf of the indicated director of Valmont Coatings, Inc. has been previously filed hereto as an exhibit.

    /s/ TERRY J. MCCLAIN

Terry J. McClain
Attorney-in-Fact

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment of Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska, on the 7th day of April, 2010.

    PIROD, INC.

 

 

By:

 

/s/ TERRY J. MCCLAIN

Terry J. McClain
Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this amendment of Registration Statement has been signed by the following persons in the capacities indicated on the 7th day of April, 2010.

Signature
 
Title

 

 

 
/s/ TERRY J. MCCLAIN

Terry J. McClain
  Chief Financial Officer, Chairman, and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

E. Robert Meaney*

 

Secretary and Director

William R. Heiden III*

 

Director


*
Terry J. McClain, by signing his name hereto, signs the amendment of Registration Statement on behalf of each of the directors indicated. A Power of Attorney authorizing Terry J. McClain to sign the amendment of Registration Statement on Form S-3 on behalf of each of the indicated directors of PiRod, Inc. has been previously filed hereto as an exhibit.

    /s/ TERRY J. MCCLAIN

Terry J. McClain
Attorney-in-Fact

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment of Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska, on the 7th day of April, 2010.

    VALMONT NEWMARK, INC.

 

 

By:

 

/s/ TERRY J. MCCLAIN

Terry J. McClain
Executive Vice President

        Pursuant to the requirements of the Securities Act of 1933, this amendment of Registration Statement has been signed by the following persons in the capacities indicated on the 7th day of April, 2010.

Signature
 
Title

 

 

 
/s/ TERRY J. MCCLAIN

Terry J. McClain
  Executive Vice President, Chairman, and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

E. Robert Meaney*   Secretary and Director

*
Terry J. McClain, by signing his name hereto, signs the amendment of Registration Statement on behalf of the indicated director. A Power of Attorney authorizing Terry J. McClain to sign the amendment of Registration Statement on Form S-3 on behalf of the indicated director of Valmont Newmark, Inc. has been previously filed hereto as an exhibit.

    /s/ TERRY J. MCCLAIN

Terry J. McClain
Attorney-in-Fact

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment of Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska, on the 7th day of April, 2010.

    VALMONT GROUP PTY LTD

 

 

By:

 

/s/ BRIAN JAMES DESIGIO

Brian James Desigio
Director

        Pursuant to the requirements of the Securities Act of 1933, this amendment of Registration Statement has been signed by the following persons in the capacities indicated on the 7th day of April, 2010.

Signature
 
Title

 

 

 
/s/ BRIAN JAMES DESIGIO

Brian James Desigio
  Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

E. Robert Meaney*   Director

Mark Jaksich*

 

Director

Roger Andrew Massey*

 

Director

Derrill Phillip Meagher*

 

Director

*
Terry J. McClain, by signing his name hereto, signs the amendment of Registration Statement on behalf of each of the directors indicated. A Power of Attorney authorizing Terry J. McClain to sign the amendment of Registration Statement on Form S-3 on behalf of each of the indicated directors of Valmont Group Pty Ltd has been previously filed hereto as an exhibit.

    /s/ TERRY J. MCCLAIN

Terry J. McClain
Attorney-in-Fact

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment of Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska, on the 7th day of April, 2010.

    VALMONT QUEENSLAND PTY LTD

 

 

By:

 

/s/ BRIAN JAMES DESIGIO

Brian James Desigio
Director

        Pursuant to the requirements of the Securities Act of 1933, this amendment of Registration Statement has been signed by the following persons in the capacities indicated on the 7th day of April, 2010.

Signature
 
Title

 

 

 
/s/ BRIAN JAMES DESIGIO

Brian James Desigio
  Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

E. Robert Meaney*   Director

Mark Jaksich*

 

Director

Roger Andrew Massey*

 

Director

Derrill Phillip Meagher*

 

Director

*
Terry J. McClain, by signing his name hereto, signs the amendment of Registration Statement on behalf of each of the directors indicated. A Power of Attorney authorizing Terry J. McClain to sign the amendment of Registration Statement on Form S-3 on behalf of each of the indicated directors of Valmont Queensland Pty Ltd has been previously filed hereto as an exhibit.

    /s/ TERRY J. MCCLAIN

Terry J. McClain
Attorney-in-Fact


EXHIBIT INDEX

Exhibit No.   Document
  1.1 * Form of Underwriting Agreement
        
  3.1   The Company's Restated Certificate of Incorporation, as amended. This document was filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 28, 2009 and is incorporated herein by this reference.
        
  3.2   The Company's By-Laws, as amended. This document was filed as Exhibit 3.1 to the Company's Current Report on Form 8-K dated December 16, 2007, and is incorporated herein by this reference.
        
  4.1**   Form of Senior Debt Indenture
        
  4.2*   Form of Senior Debt Security
        
  5.1**   Opinion of McGrath North Mullin & Kratz, PC LLO
        
  12.1**   Statement regarding computation of Ratio of Earnings to Fixed Charges
        
  23.1**   Consent of Deloitte & Touche LLP
        
  23.2   Consent of Deloitte LLP
        
  23.3**   Consent of McGrath North Mullin & Kratz, PC LLO (included in Exhibit 5.1)
        
  24**   Powers of Attorney
        
  25.1**   Statement of Eligibility on Form T-1 for Senior Debt Indenture

*
To be filed by amendment or as an exhibit to a Current Report on Form 8-K.

**
Previously filed.



QuickLinks

ADDITIONAL REGISTRANTS
EXPLANATORY NOTE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
EXHIBIT INDEX