SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


FORM
10-K/A


(Amendment
No. 1)





(Mark One)


xANNUALREPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934


FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2008


OR


o   TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934


FOR
THE TRANSITION PERIOD
FROM _____________ TO _____________





COMMISSION
FILE NUMBER 1-3920





NORTH
AMERICAN GALVANIZING & COATINGS, INC.


(Exact
name of registrant as specified in its charter)




Delaware


(State or
other jurisdiction of incorporation or organization)




71-0268502


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





5314 South Yale Avenue, Suite 1000,Tulsa, Oklahoma
74135


(Address
of principal executive offices)(Zip Code)




(918) 494-0964


(Registrant’s telephone
number, including area code)





Securities
registered pursuant to Section 12(b) of the Act:




TITLE OF EACH
CLASS  NAME OF EACH EXCHANGE ON
WHICH REGISTERED


Common
Stock, $0.10 par value NASDAQ Stock Market





Securities
registered pursuant to Section 12(g) of the Act: None





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes  o   No  x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes  o   No  x





Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.Yes  x   No  o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K.  x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the
Exchange Act).





Large
      accelerated filer  o
              Accelerated
      filer  x
              Non-accelerated
      filer  o
              Smaller
      Reporting Company  o





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes  o   No  x





The
aggregate market value of Common Stock held by non-affiliates on June 30, 2008
was approximately $81.8 million.  As of March 31, 2009 there were
16,332,735 shares of North American Galvanizing & Coatings, Inc. Common
Stock, $0.10 par value, outstanding.












Explanatory
Note





This
Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on
Form 10-K for the fiscal year ended December 31, 2008 of North American
Galvanizing & Coatings, Inc. (“North American Galvanizing” or the
“Company”), filed on February 20, 2009 (the “Original Filing”). We are filing
this Amendment to include the information required by Part III and not
included in the Original Filing, as we will not file our definitive proxy
statement within 120 days of the end of our fiscal year ended
December 31, 2008. In addition, in connection with the filing of this
Amendment and pursuant to the rules of the Securities and Exchange Commission
(“SEC”), we are including with this Amendment certain currently dated
certifications of the Chief Executive Officer and Chief Financial
Officer.





Except as
described above, no other changes have been made to the Original Filing. The
Original Filing continues to speak as of the date of the Original
Filing.





Documents
Incorporated by Reference





None.





NORTH
AMERICAN GALVANIZING & COATINGS, INC.




Annual
Report Pursuant to Section 13 or 15(d)


of
the Securities Exchange Act of 1934


For
the Fiscal Year Ended December 31, 2008









TABLE
OF CONTENTS




PagePART
      IIIItem
      10. Directors, Executive Officers and Corporate Governance
                            2Item
      11. Executive Compensation
                            7Item
      12. Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters
                            18Item
      13. Certain Relationships and Related Transactions, and Director
      Independence
                            19Item
      14. Principal Accounting Fees and Services
                            20PART
      IVItem
      15. Exhibits, Financial Statement Schedules
                            21










PART
Ill






ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE







DIRECTORS





There are currently seven members of
our Board of Directors who were elected at the 2008 Annual Meeting to serve
until the 2009 annual meeting of stockholders or until their respective
successors have been duly elected and qualified.





The
experience and background of each of the directors are set forth
below:





Linwood J. Bundy,age 67,
President, Chief Executive Officer and member of the Board of Directors of
Bundy, Inc., a privately-owned development, entertainment and investment company
located in Iowa, since 1993. From 1978 to 1998, President and Chief Executive
Officer of Iowa State Ready Mix Concrete, Inc., a privately-owned concrete
company located in Ames, Iowa.  Past owner, from 1986 to 1998, of
Hallet Materials, a sand and gravel business in Iowa and
Texas.  Serves on the Board of Directors of US Bank in Ames,
Iowa.  Past member of the Board of Trustees of Mary Greeley Medical
Center, member of the Order of the Knoll, an Iowa State University Foundation,
and past member of a number of civic and professional organizations in
Iowa.  Served as a director of the Company since 2000.





Ronald J. Evans,age 60,
appointed President of the Company in February 1996 and Chief Executive Officer
in November 1999.  Private investor from May 1995 to February
1996.  From July 1989 to May 1995, Vice President and General Manager
of Deltech Corporation, a privately-owned specialty chemicals
producer.  From January 1989 to July 1989, Vice President of Sales and
Marketing for Deltech Corporation.  Manager from 1976 to 1989 for
Hoechst Celanese Corporation.  Served as a director of the Company
since 1995.




Janice K. Henry,age 58,
retired in June 2006 from Martin Marietta Materials, Inc., a leading producer of
construction aggregates in the United States,having served
as Chief Financial Officer from 1994, when the company completed its initial
public offering, until June 2005. Served as Senior Vice President of Martin
Marietta Materials from 1998 until her retirement in June 2006.  From
2002 until March 2006, served as Treasurer of Martin Marietta Materials, Inc.
Since June 2006, has served as a consultant.  Previously served on the
board of Inco Limited and as a member of the Board of Trustees of Peace
College.  Served as a director of the Company since February
2008.




Gilbert L. Klemann, II, age
58, Executive Vice President, Worldwide General Counsel and Secretary of
Sotheby’s, one of the world’s largest auctioneers of authenticated fine art,
antiques and decorative art, jewelry and collectibles, since February
2008.  From 2001 to 2007, Senior Vice President and General Counsel of
Avon Products Inc., aleading global beauty
products company.  During 2000, was Of Counsel to the international
law firm of Chadbourne & Parke LLP, New York City.  From 1991 to
1999, an Executive Officer and General Counsel of Fortune Brands, Inc. (formerly
American Brands, Inc.), a producer of home and hardware products, office
products, golf equipment, and spirits and wine.  Prior to 1990, a
partner in the law firm of Chadbourne & Parke




2


LLP.  From
2005 to 2008, served as director of Alliance One International, Inc.,
an  independent leaf tobacco merchant company. Served as a director of
the Company since 2000.





Patrick J. Lynch,age 71,
private investor and former Senior Vice President and Chief Financial Officer of
Texaco Inc., a publicly-owned oil and petrochemicals company, from 1997 to
2001.  For more than forty years, actively engaged in the business
of Texaco Inc. or one of its subsidiaries or affiliated
companies.  Former member of the Trustees of The American Petroleum
Institute, The Conference Board Financial Executives and CFO Advisory
Council.  Currently serves as the Chairman of the Board of Trustees
for Iona College in New Rochelle, New York.  From 2004 to 2008, a director
and chairman of the Audit Committee of Aquila Inc., a power distribution and
generation company.  Served as a director of the Company and as
Chairman of the Audit Committee since 2001.





Joseph J. Morrow,age 69,appointed Non-Executive
Chairman of the Board in November 1999.  Served as a director of
Warwick Valley Telephone Company, a communication services company, as member of
its compensation committee and chairman of its corporate governance and
nominating committee from December 2004 through July 2007.  Chairman
of Proxy Services Corporation from 1992 to present.  Chief Executive
Officer of Proxy Services Corporation, a company providing shareholder meeting
needs, from 1972 to 1992.  Chief Executive Officer of Morrow &
Co., LLC, a privately-owned international proxy solicitation firm, since
1972.  Currently Trustee of Golfer’s in Support of the Troops, a
privately funded charitable foundation.  Served as a director of the
Company since 1996.





John H. Sununu,age 69,President of JHS
Associates, Ltd., a private consulting firm, since June 1992 and a former
partner in Trinity International Partners, a private financial firm, and served
as co-host of CNN’s “Crossfire,” a news/public affairs discussion program, from
March 1992 until February 1998.  A member of the National Academy of
Engineering and the Board of Trustees for the George Bush Presidential Library
Foundation.  From January 1989 until March 1992, Chief of Staff to the
President of the United States.  Served on the Advisory Board of the
Technology and Policy Program at MIT from 1984 until 1989.  From
January 1983 to January 1989, Governor of the State of New
Hampshire.  From 1968 until 1973, Associate Dean of the College of
Engineering at Tufts University and Associate Professor of Mechanical
Engineering.  From 1963 until his election as Governor, President of
JHS Engineering Company and Thermal Research Inc.  Helped establish
and served as chief engineer for Astro Dynamics Inc. from 1960 until
1965.  Served as a director of the Company since 1996.





3


With the exception of Mr. Evans, none
of the nominees for director are, or have been, employed by us or any of our
subsidiaries or other affiliates.





EXECUTIVE
OFFICERS





Chief
Executive Officer





Mr. Evans is our President and Chief
Executive Officer.  His biography is included above under
“Directors.”





Chief
Financial Officer





Beth Hood,age 46, Vice
President and Treasurer since April 2005 and Chief Financial Officer and
Secretary of the Company May 2005 to present.  From March 2001 to
March 2005, Vice President of Finance and Treasurer of Fintube Technologies,
Inc., a wholly-owned subsidiary of Lone Star Technologies, Inc.  From
April 1989 to March 2001, held a number of senior finance positions at Laufen
Ceramic Tile, a subsidiary of Keramik Holding AG Laufen, Switzerland, and
ultimate parent, Roca Radiodores, S.A., of Barcelona, Spain.  Ms. Hood
is both a certified public accountant and certified management
accountant.








BOARD
OF DIRECTORS AND COMMITTEES





The business of the Company is
managed under the direction of its seven member Board of Directors (the
“Board”).  The Board meets regularly during our fiscal year to review
significant developments affecting us and to act on matters requiring Board
approval.  It also holds special meetings when necessary between
scheduled meetings.





The Board met seven times in 2008
(including regularly scheduled and special telephonic meetings).  Each
director attended at least 75% of the total meetings of the Board and the total
meetings of each applicable committee.  The non-managementdirectors meet in
executive session, as needed, without the management director or other members
of management.  The Board does not have a policy regarding director
attendance at annual meetings.For the 2008 Annual
Meeting of Stockholders, all seven directors attended the meeting.





We have a non-executive Chairman in
lieu of a “lead” director who presides at all executive sessions of the
Board.  Mr. Morrow currently serves as the non-executive Chairman of
the Board.  An interested person who wishes to contact either the
Chairman or the non-management directors as a group may do so by writing to
either the Chairman or the Non-Management Directors, c/o Corporate Secretary,
North American Galvanizing & Coatings, Inc., 5314 South Yale Avenue, Suite
1000, Tulsa, Oklahoma 74135, which will be forwarded, unopened, to the
addressee. Stockholders may also contact any other member of the Board by
writing to the same address, c/o Board of Directors.





4


Corporate
Governance





The corporate governance guidelines
adopted by the Board in 2004 address the qualification and selection of Board
members, independence of Board members, Board leadership, structure of Board
committees and Board processes.  In addition, the guidelines include a
requirement for executive sessions of non-management directors, an annual
self-assessment of the performance of the Board and its committees, an annual
performance evaluation of the Chief Executive Officer, and a charter for each
Board committee.  We have also adopted a Code of Conduct and Ethics
that applies to the Board, our corporate officers, including our Chief Executive
Officer and Chief Financial Officer, and all of our other
employees.  Our corporate governance guidelines, the charters for our
committees and our Code of Conduct and Ethics, including our independence
standards (which conform to NASDAQ rules), are available on our website at http://www.nagalv.com/Investors.asp.





Committees
of the Board





The Board maintains the following
four standing committees, the membership of which is determined from time to
time by the Board:





Executive
Committee.  Messrs. Sununu (chairman), Klemann, Morrow, and
Evans are members of the Executive Committee, which met five times in
2008.  The Executive Committee is delegated authority to act on behalf
of the Board in certain operational and personnel matters, and to approve
capital expenditures within limits authorized by the Board.





Audit
Committee.Messrs. Lynch (chairman), Bundy, and Klemann and
Ms. Henry are members of the Audit Committee, which met five times in
2008.  Each member of the Audit Committee is an “independent director”
as defined in the NASDAQ rules for Audit Committee members and satisfies the
requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended,
(the “Exchange Act”).  The Board has determined that each of Mr. Lynch
and Ms. Henry qualify as an audit committee “financial expert” within the
meaning of the rules and regulations of the Securities and Exchange Commission
(the “SEC”).





The Audit Committee is responsible
for, among other things,





·
            appointing
      our independent registered public accountants, subject to stockholder
      ratification,


·
            reviewing
      the scope of the annual audit and recommendations of the independent
      registered public accountants,


·
            reviewing
      and discussing with management and the independent registered public
      accountants our audited financial statements and other financial
      information,


·
            monitoring
      the independence and performance of our independent registered public
      accountants, and


·
            evaluating
      overall risk exposures and the adequacy of the overall internal control
      functions of the Company.





5


Compensation
Committee.Messrs. Bundy (chairman), Lynch and Morrow are
members of the Compensation Committee, which met three times in 2008. All of the
committee members are “independent directors” as defined in the NASDAQ
rules.





The Compensation Committee considers
remuneration of our corporate and subsidiary officers, administers our incentive
compensation and stock option plans and approves the adoption of employee
benefit plans. The Compensation Committee evaluates the performance of the Chief
Executive Officer and Chief Financial Officer and recommends to the Board their
compensation.





Corporate Governance and Nominating
Committee.The Corporate Governance and Nominating Committee was formed
in 2003, and is composed of Messrs. Morrow (chairman), Bundy, Klemann and Lynch,
Ms. Henry and Gov. Sununu.  All of the committee members are
“independent directors” as defined in the NASDAQ rules.  The Corporate
Governance and Nominating Committee met two times in 2008.





The Corporate Governance and Nominating
Committee is responsible for, among other things, identifying and evaluating the
qualifications of candidates for Board membership and making recommendations of
candidates for consideration of nomination by the Board.




The Corporate Governance and Nominating
Committee reviews and recommends to the Board the slate of director nominees to
be proposed for election at annual meetings of stockholders and candidates to
fill vacancies on the Board that occur between annual meetings of the
stockholders.  In identifying and evaluating candidates for Board
membership, the Corporate Governance and Nominating Committee takes into account
all factors it considers appropriate.  While there are no specific
minimum requirements for director nominees, the Committee does consider the
following non-exclusive factors:  professional experience, knowledge,
integrity, independence, diversity of backgrounds and the extent to which the
candidate would fill a present need on the Board.




The
Corporate Governance and Nominating Committee utilizes a variety of methods for
identifying and evaluating nominees for director with an emphasis on the needs
of the Company.  The Committee will consider candidates for the board
of directors recommended by stockholders and will evaluate such candidates in
the same manner as other potential candidates.  Any stockholder who
wishes to recommend a person to be considered for nomination as a director by
the Corporate Governance and Nominating Committee may do so by submitting the
candidate’s name and qualifications in writing to Corporate Governance and
Nominating Committee, c/o Corporate Secretary, 5314 South Yale Avenue, Suite
1000, Tulsa, Oklahoma  74135.  Stockholders may directly
nominate persons for director in accordance with the provisions of our Bylaws, a
copy of which is on file with the SEC.




6


Company
Information Available on Website





The Company has posted on its
website, www.nagalv.com, its (1) Corporate Governance Guidelines; (2) Code
of Business Conduct and Ethics, and (3) the Company’s charters for the Audit
Committee, the Compensation Committee, and the Corporate Governance and
Nominating Committee.  In addition, the Company’s annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, the
Statements of Beneficial Ownership of Securities on Forms 3, 4 and 5 for
Directors and Officers of the Company and all amendments to such reports filed
or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are
available free of charge at the Securities and Exchange Commission (“SEC”) website at www.sec.gov. 
The Company’s website at http://www.nagalv.com/Investors.asp
contains a link to its filings with the SEC.





SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE





Section 16(a) of the Exchange Act,
requires our executive officers and directors to file reports of changes in
ownership of the Common Stock with the SEC.  Executive officers and
directors are required by SEC regulations to furnish us with copies of all
Section 16(a) forms so filed.  Based solely on a review of the copies
of such reports furnished to us, we believe that all persons subject to these
reporting requirements filed the required reports on a timely basis during
fiscal year 2008.





ITEM
11. EXECUTIVE COMPENSATION




Overview
of Director Compensation and Procedures





Director compensation is now and has
historically been set by the Board.  Director compensation has historically
been relatively low with most directors serving because of their equity interest
in the Company or their personal or business relationship with our large
stockholders.




Non-management directors receive an
annual fee, currently $35,000, payable in quarterly installments, and receive no
additional compensation for committee services beyond their annual
fee.  The Company reimburses the directors for their out-of-pocket
expenses for attending Board and committee meetings which, from time-to-time,
may include the director’s spouse.





Mr.
Evans, the management director, receives no additional cash compensation for his
service as a director.  He is required to participate in the Director
Stock Unit Program to the extent described below and receives matching Stock
Unit grants.




At the
Company’s Annual Meeting held July 21, 2004, stockholders approved a Director
Stock Unit Program (“Program”).  Under the Program, effective January
1, 2005, each non-management director is required to defer at least 50%
($17,500) of his or her annual fee, and may elect to defer 75% ($26,250) or 100%
($35,000) of the annual fee.  The director must make the annual
deferral decision before the start of the year. Amounts deferred under the
Program are converted into a deferred Stock Unit grant under the Company’s 2004
Incentive Stock Plan at the average of the closing prices for a share of the
Company’s Common Stock for the 10 trading days before the quarterly director fee
payment dates.




7


To
encourage deferral of fees by non-management directors, the Company makes a
matching Stock Unit grant ranging from 25% to 75% of the amount deferred by the
director as of the same quarterly payment dates.  During 2008, each of
the non-management directors deferred 100% of their fees and received matching
Stock Unit grants totaling 75%.




For Mr. Evans, under the Program the
Company automatically defers from his salary a dollar amount equal to 50%
($17,500) of the director fees for non-management directors.  In
addition, Mr. Evans may elect to defer an amount equal to 75% ($26,250) or 100%
($35,000) of the director fees for non-management directors from his
compensation, and the Company matches deferrals by Mr. Evans with Stock Units at
the same rate as it matches deferrals for non-management directors.





Delivery of the granted stock is made
five calendar years following the year for which the deferral is made subject to
acceleration upon the resignation or retirement of the director or a change in
control.





In
addition to the annual cash fees and matching Stock Unit grants, each
non-management director receives an annual grant of 13,333 forfeitable shares of
Common Stock (the “Restricted Stock”) under the 2004 Incentive Stock
Plan.  Historically, the Compensation Committee has made this annual
award in July of each year.  However, in 2008 we made awards on March
5, 2008 and July 14, 2008.  Ms. Henry did not receive the March 5,
2008 award because she was only recently appointed as a director at that
time.  The March 5, 2008 grant was a special one-time grant made in
recognition of the directors’ service and contributions to the development,
implementation, and achievement of the Company’s strategy and goals for the
period 2004 through 2007.  In 2009, the annual award was made in
January rather than July to reduce the potential expense recorded for the 2009
award.




Restricted
Stock granted to non-management directors vests and becomes nonforfeitable on
the date of the earliest to occur of the following:




(a)
            the
      date that is two (2) years after the date of
  grant;




(b)
            the
      date of a change in control;




(c)
            the
      date the participant terminates employment due to a
      disability;




(d)
            the
      date of the participant’s death;




8


DIRECTOR
COMPENSATION


The
following table describes the compensation of non-management directors during
2008.




Name
                                      Fees
      Earned or Paid in Cash (1)
                                      Stock
      Awards (2)
                                      Option
      Awards (3)
                                      TotalLinwood
      J. Bundy
                                      $35,000
                                      $69,317
                                      —
                                      $104,317Ronald
      J. Evans (4)
                                      —
                                      —
                                      —
                                      —Janice
      K. Henry
                                      29,750
                                      39,588
                                      —
                                      69,338Gilbert
      L. Klemann, II
                                      35,000
                                      69,317
                                      —
                                      104,317Patrick
      J. Lynch
                                      35,000
                                      69,317
                                      —
                                      104,317Joseph
      J. Morrow
                                      35,000
                                      69,317
                                      —
                                      104,317John
      H. Sununu
                                      35,000
                                      69,317
                                      —
                                      104,317





(1) For
2008, each of our non-management directors earned an annual fee of $35,000,
payable in quarterly installments.  All of the Company’s directors
elected to defer 100% of this fee for 2008 and received stock unit grants for
the deferred fee and the Company match under the Director Stock Unit
Program.  The following are the aggregate number of stock unit awards
that were granted to each of our directors during 2008 (as adjusted for the
four-for-three stock split in September 2008):  Mr. Bundy, 12,040; Ms.
Henry, 8,752; Mr. Klemann, 12,040; Mr. Lynch, 12,040; Mr. Morrow, 12,040; and
Gov. Sununu, 12,040.  The following are the aggregate number of stock
unit awards outstanding that have been granted to each of our directors as of
December 31, 2008:  Mr. Bundy, 98,787; Ms. Henry, 8,752; Mr. Klemann,
98,787; Mr. Lynch, 98,787; Mr. Morrow, 98,787; and Gov. Sununu,
98,787.  Stock unit awards outstanding in September 2008 were adjusted
to reflect the four-for-three stock split, according to provisions for equity
changes in the 2004 Incentive Stock Plan.





(2)
Amounts represent the amounts expensed in 2008 for nonvested stock awards that
have been granted to each of our non-employee directors and the Company match
under the Director Stock Unit Program.





(3) No
option awards were granted to the directors during 2008, and no amounts were
expensed for previous option awards during 2008.  The following are
the aggregate number of option awards outstanding that have been granted to each
of our non-employee directors as of December 31, 2008: Mr. Bundy, none; Mr.
Klemann, 79,166; Mr. Lynch, 76,250; Mr. Morrow, none; Gov. Sununu,
20,000.  Options outstanding in September 2008 were adjusted to
reflect the four-for-three stock split, according to provisions for equity
changes in the 2004 Incentive Stock Plan.





(4) See
Summary Compensation Table for disclosure related to Ronald J. Evans, who is
also an Executive Officer of the Company.  Mr. Evans receives no cash
compensation as a director beyond the compensation he receives as
CEO.  He participates in the Director Stock Unit Program, as described
above, and receives matching Stock Unit grants.


9


EXECUTIVE
COMPENSATION





Compensation
Discussion and Analysis





The Compensation Committee reviews and
approves, and recommends for the approval of the full Board of Directors, the
annual compensation and compensation procedures for the two executive officers
of the Company, the Chief Executive Officer (“CEO”) and Chief Financial Officer
(“CFO”).  The CEO confers with the Compensation Committee concerning
the compensation of the CFO.   The Compensation Committee considers
recommendations from its compensation consultant, Dolmat Connell & Partners
(“DC&P”), in making its decisions.  The Compensation Committee is
authorized to and has directly engaged DC&P, who is independent of the
Company’s management and reports directly to the Compensation
Committee.  DC&P has no economic relationships with the Company
other than its role in advising the Compensation Committee on matters such as
competitive market rates and compensation practices.  At present, the
Compensation Committee believes that the cumulative business experience of its
members is adequate for its compensation decisions.





Our
objective is to provide for executive compensation that will attract and retain
skilled executives and will link executive compensation to corporate
performance.  To achieve these goals, we believe that our executive
compensation must include adequate short-term compensation (primarily in the
form of salary and annual bonus) and long-term compensation (primarily in the
form of restricted stock, stock options and other equity-based awards.) 
The Compensation Committee has no policy as far as the allocation of executive
compensation between short-term and long-term compensation or between cash and
equity compensation.  This allocation is based on a case by case analysis
for each executive officer each year. As indicated from the Summary Compensation
Table that appears below, a substantial portion of the CEO’s compensation
(38.5%) came from equity awards.  Conversely, only 15.4% of the CFO’s
compensation came from equity awards.  This relative disparity is based
upon the Compensation Committee’s view that a substantial portion of the CEO’s
compensation should be linked to Company performance and the performance of the
Company’s stock.





Salary.Actual
salaries are based on individual performance contributions within a competitive
salary range for each position established through job evaluation and market
comparisons.  We review approved salary ranges annually to determine
parity with national compensation trends and to ensure that we maintain a
reasonably competitive compensation structure.  The President and
Chief Executive Officer’s salary is approved by the Board based on a review and
recommendation by the Compensation Committee, taking into consideration
historical compensation, corporate performance, similar competitive compensation
of Chief Executive Officers at peer corporations, assessment of past
performance, leadership characteristics and its expectations of future
contributions to the Company’s long-term success.





Proxy-disclosed
compensation data from a group of U.S.-based public companies from the
Industrial Manufacturing industry of similar size to the Company was used for
the peer group assessment. DC&P proposed the peer organizations based on
revenue, market capitalization, and status as a U.S.-based, non-subsidiary,
public and actively traded firm.  The proposed peer group, approved by
the Compensation Committee, consisted of the following 13 companies: Adept
Technology, Inc., Aldila, Inc., Amtech Systems, Inc., BTU International, Inc.,
Eastern Co., Gencor




10


Industries,
Inc., Magnetek, Inc., Memry Corp., Perceptron, Inc., Portec Rail Products, Inc.,
Synalloy Corp., UFP Technologies, Inc., and Veri-Tek International
Corp.





Effective
April 1, 2007, the Company entered into a three-year written employment
agreement with the CEO that provides the CEO an annual base salary of $325,000
during the term, subject to possible increase by the Board.  The CEO’s
salary has not changed since April 1, 2007.    The CFO’s
compensation is determined in a like manner except that the CEO has a
substantial role, together with the Compensation Committee, in setting the CFO’s
compensation subject to Board approval.  In March 2008, based on the
review described above, the Compensation Committee recommended and the Board
approved an increase in annual base salary of $10,000, to $185,000, for the
Chief Financial Officer, effective April 1, 2008.  In January 2009,
the Compensation Committee recommended and the Board approved an increase in
annual base salary of $10,000, to $195,000, for the Chief Financial Officer,
effective April 1, 2009.




Annual Incentive Compensation.Our executive officers and key employees are eligible to participate in a
discretionary annual bonus program.  The Committee, subject to Board
approval, administers the plan and selects the key employees and executive
officers who participate, with substantial CEO input on all employees except
himself.  This authority enables the Committee to consider individual
achievement in deciding on, and recommending to the Board, the amount of any
bonus for a participant.




The
Compensation Committee took into consideration the corporate performance and
contributions and earnings performance by our key employees and executive
officers for the year ended December 31, 2008, and approved an aggregate of
$883,000 in bonus awards for 31 persons, including $250,000 for our Chief
Executive Officer and $90,000 for our Chief Financial Officer.  The
Compensation Committee determined these bonuses in January 2009, based upon
corporate performance and the performance of the particular employee in
2008.




The Board
approved the recommendations of the Compensation Committee.




2004 Incentive Stock
Plan.Equity awards are made under this plan to provide
additional incentives to employees to work to maximize our growth and
stockholder value.  Historically, the Compensation Committee has
awarded stock option grants for equity awards, but in 2008 moved to restricted
stock awards.  The move was made because the Company incurs expense
with both option and restricted stock awards, but there is an increased
likelihood that the employee will obtain value from a restricted stock award
rather than an option award.  The plan may utilize vesting periods to
encourage key employees to continue in our employ.  The number of
awards granted is determined by the Compensation Committee’s subjective
evaluation of the executive’s ability to influence our long-term growth and
profitability.  Awards are granted at the current market price at the
time of the grant.





During
January 2009, the Compensation Committee recommended and the Board of Directors
approved a grant totaling 154,168 forfeitable shares of Common Stock (the
“Restricted Stock”) for 32 management employees, including 66,667 for our Chief
Executive Officer and 20,000 for our Chief Financial Officer.  This
grant is in recognition of 2008 performance.  Restricted Stock granted
to management employees vests and becomes nonforfeitable on the date of the
earliest to occur of the following:




11




(a)
            the
      date that is four (4) years after the date of
  grant;




(b)
            the
      date of a change in control;




(c)
            the
      date the participant terminates employment due to a
      disability;




(d)
            the
      date of the participant’s death;




During
March 2008, the Compensation Committee recommended and the Board of Directors
approved a grant totaling 126,667 forfeitable shares, as adjusted for the
four-for-three stock split in September, 2008, of Common Stock (the “Restricted
Stock”) for 7 management employees, including 66,667 for our Chief Executive
Officer and 20,000 for our Chief Financial Officer.  This grant is in
recognition of 2007 performance.




The
Compensation Committee recommends, and the Board approves, equity awards under
this plan.  The CEO confers with the Compensation Committee on all plan
awards other than those made to himself.  Grants are made before March 15
each year.





401K Plan.  The
Company offers a 401(k) defined contribution plan to its eligible employees,
including executive officers.  Although the Company match is
discretionary, the Company has historically matched a participant’s
contributions up to 3% and contributed to the North American Galvanizing Common
Stock Fund of the 401K an additional 110% of a participant’s contributions over
3%, but not to exceed 6%, of the participant’s compensation.





Perquisites.  The
Company offers to pay the travel costs of the executives’ spouses to attend the
Annual Meeting of Stockholders.  The aggregate cost in total is less
than $10,000 per year. The Company provides no other perquisites to its
executives.





Change in Control
Provisions.  Awards under the 2004 Incentive Stock Plan and the
Director Stock Unit Plan are subject to accelerated vesting upon a change in
control of the Company, resignation or retirement.  The Compensation
Committee believes these accelerated vesting provisions to be fair and
customary.  The change in control provisions in the CEO’s employment
agreement are discussed below.




CEO Employment Agreement. The
Company entered into a three-year written employment agreement with the CEO,
effective April 1, 2007, that provides the CEO an annual base salary of $325,000
during the term, subject to possible increase by the Board.  Under the
agreement, the CEO remains eligible to participate in all Company benefit
plans.




If the
CEO’s employment is terminated for any reason other than a change in control or
for cause or because of a permanent disability, then the employment agreement
provides that the CEO (or his estate) is entitled to a one-time termination
payment equal to his then annual base salary.  Cause shall mean any of
(i) employee’s gross negligence or willful misconduct in the performance of the
duties and services required pursuant to the agreement, or (ii) employee’s final
conviction of a felony, or (iii) employee’s material breach of any material
provision of the agreement with remains uncorrected for thirty (30) days
following written notice to employee by employer.




12


In the
event either the CEO or the Company elects to terminate the agreement upon the
occurrence of a change in control, then the CEO will be entitled to receive a
one-time payment equal to 2.99 times his annual base salary as of the date of
termination.  The CEO would have received a termination payment of
$971,750 in the event a change of control and termination had occurred as of
December 31, 2008.




The CEO and the Chairman of the
Board, in consultation with the Compensation Committee, negotiated the terms of
the employment agreement, which were recommended by the Compensation Committee
and approved by the Board.  The Compensation Committee and the Board
believe that the terms of the agreement are reasonable and that the agreement
was needed in order to retain the services of the CEO.





The
Compensation Committee believes that compensation levels during 2008 adequately
reflect our compensation goals and policies.  The Compensation
Committee will continue to evaluate the relationship between its executive and
key managerial compensation and our performance and stockholder
value.





SUMMARY
COMPENSATION TABLE





The
following table includes information concerning compensation for the three
fiscal years ended December 31, 2008 paid for the two persons who served as our
Chief Executive Officer and Chief Financial Officer and are currently our only
two executive officers.  We refer to these individuals as the “named
executive officers.”




Name
      and Principal Position
            Year
            Salary
      ($) (1)
            Bonus
      ($)
            Stock
      Awards ($)(2)
            Option
      Awards ($) (2)
            All
      Other Compensation ($) (3)
            Total
      ($)Ronald
      J. Evans
            2008
            $ 
      325,000
            $ 
      250,000
            $  57,917
            $ 
      255,745
            $  
      42,787
            $ 
      931,449President
      and CEO
            2007
            293,750
            200,000
            —
            229,389
            44,756
            767,8952006
            195,000
            120,000
            —
            64,686
            38,483
            418,169Beth
      B. Hood
            2008
            182,500
            90,000
            17,375
            31,943
            $  
      12,337
            $  334,155CFO
      and Secretary
            2007
            168,750
            75,000
            —
            29,738
            10,631
            284,1192006
            145,000
            50,000
            —
            10,027
            5,906
            210,933





(1) For
Mr. Evans, includes amounts deferred as a director under the Director Stock Unit
Program, totaling $35,000 for 2008, 2007 and 2006.  The stock unit
awards are deferred for five years subject to acceleration upon resignation,
retirement or a change in control.  The actual stock certificates will
not be issued to the director until the award is paid out.





(2)
Represents amounts expensed for stock awards and equity awards for the
applicable fiscal year.  Refer to Note 1, “Summary of Significant
Accounting Policies, Stock Options,” in the Notes to Consolidated Financial
Statements included in the Annual Report on Form 10-K filed on February 20, 2009
for the relevant assumptions used to determine the valuation of our option
awards.





(3)  For
Mr. Evans, includes the Company’s matching contribution for each year based on
amounts deferred as a director under the Director Stock Unit Program in the
amount of $26,250 each year.  Mr. Evans had 98,787 stock unit grants
awarded under the Director Stock Unit program outstanding at December 31,
2008.  Also




13


includes
the Company’s matching contributions to its 401(k) defined contribution
retirement plan on behalf of the named executive officer.





GRANTS
OF PLAN-BASED AWARDS





The
following table shows the total number of restricted stock awards that were
granted in 2008 under the 2004 Incentive Stock Plan to the named executive
officers.  Each restricted stock award generally becomes 100% vested after
a four-year service period.  All share-based data is adjusted to
reflect a four-for-three stock split by the Company on September 14,
2008.




Name
      and Principal Position
                          Grant
      Date
                          All
      Other Stock Awards: Number of Shares of Stock or Units (#)
                          Grant
      Date Fair Value of Stock and Option Awards ($)Ronald
      J. Evans
                          3/5/2008
                          66,666
                          $278,000President
      and CEO
                          1/2/2008
                          3,288
      (1)
                          15,313 (2)4/2/2008
                          3,679
      (1)
                          15,313
      (2)7/1/2008
                          2,411
      (1)
                          15,313
      (2)10/1/2008
                          2,663
      (1)
                          15,313
      (2)Beth
      B. Hood
                          3/5/2008
                          20,000
                          83,400


(1) Stock
units awarded under the Director Stock Unit Program.




(2) Stock
unit values based upon average closing price of common stock for 10 trading days
prior to grant date.




In
addition, on January 20, 2009, the Compensation Committee recommended and the
Board approved grants of forfeitable shares of Common Stock (the “Restricted
Stock”), including 66,667 shares awarded to the Chief Executive Officer and
20,000 shares awarded to the Chief Financial Officer.  These awards
are not included in the table above because they were granted after 2008 year
end.




Restricted
Stock vests and becomes nonforfeitable on the date of the earliest to occur of
the following:




(a)
            the
      date that is four (4) years after the date of
  grant;




(b)
            the
      date of a change in control;




(c)
            the
      date the participant terminates employment due to a
      disability;




(d)
            the
      date of the participant’s death;




14


OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END





The following table shows the total
number of unexercised stock options and unvested stock plan awards for the named
executive officers as of December 31, 2008.  All option awards have
been adjusted for a four-for-three stock split by the Company in September,
2008.





Option
      Awards
                                      
                                      Stock
      AwardsStock
      Awards
                                      Number
      of Securities Underlying Unexercised Options (#)
      Exercisable
                                      Number
      of Securities Underlying Unexercised Options (#) Unexercisable
      (1)
                                      Option
      Exercise Price ($/Sh)
                                      
                                      Option
      Expiration Date (2)
                                      Number
      of Shares or Units of Stock That Have Not Vested (#)
                                      Market
      Value of Shares or Units of Stock That Have Not Vested ($)
      (3)Ronald
      J. Evans
                                      50,000
                                      —
                                      1.25
                                      
                                      02/16/2015
                                      —
                                      —President
      and CEO
                                      50,000
                                      —
                                      1.05
                                      
                                      02/17/2016
                                      —
                                      —100,000
                                      100,000
                                      2.60
                                      
                                      02/23/2017
                                      —
                                      —133,332
                                      66,668
                                      2.60
                                      
                                      02/23/2017
                                      —
                                      ——
                                      —
                                      —
                                      
                                      —
                                      66,666
                                      $255,331Beth
      B. Hood
                                      5,000
                                      —
                                      1.23
                                      
                                      04/18/2015
                                      —
                                      —CFO
      and Secretary
                                      10,000
                                      10,000
                                      1.05
                                      
                                      02/17/2016
                                      —
                                      —12,500
                                      25,000
                                      2.60
                                      
                                      02/23/2017
                                      —
                                      ——
                                      —
                                      —
                                      
                                      —
                                      20,000
                                      $76,600




(1)
Options become exercisable in four equal annual installments beginning on the
first anniversary date of grant, except one of the options for 150,000 shares
awarded to Ronald J. Evans on February 23, 2007, exercisable in three equal
annual installments beginning on the first anniversary date of
grant.





(2) The
expiration date of each option occurs 10 years after the date of grant of each
option.





(3)
Market value calculated based on the closing stock price on December 31,
2008.





OPTIONS
EXERCISES AND STOCK VESTED





The
following table shows option exercises and the vesting of stock units for the
named executive officers during 2008.





Name
      and Principal Position
                Option
      Awards
                Stock
      AwardsNumber
      of Shares Acquired on Exercise (#)
                Value
      Realized on Exercise ($)
                Number
      of Shares Acquired on Vesting (#)
                Value
      Realized on Vesting ($)(1)Ronald
      J. EvansPresident
      and CEO
                —
                —
                22,041
                61,250Beth
      B. Hood
                10,000
                38,625
                —
                —CFO
      and Secretary





15


(1) Delivery of stock certificates for
stock units granted under Director Stock Unit Program is deferred for five years
subject to acceleration upon resignation, retirement or change in
control.





NONQUALIFIED
DEFERRED COMPENSATION





The
following table sets forth information concerning the Chief Executive Officer’s
participation in the Company’s Director Stock Unit Program, which provides
deferred equity-based compensation to management and non-management
directors.




Name
      and Principal Position
                Executive
      Contributions in 2008 ($)
                Registrant
      Contributions in 2008 ($)
                Aggregate
      Earnings in 2007 ($)
                Aggregate
      Withdrawals/Distributions ($)
                Aggregate
      Balance at December 31, 2008 ($)Ronald
      J. Evans
                $    35,000
                $      26,250
                $         —
                $           —
                $    378,354President
      and CEO




The material terms of the Director
Stock Unit Program are described under “Item 11. Executive Compensation –
Overview of Director Compensation and Procedures” elsewhere in this annual
report.  The Company’s Director Stock Unit Program commenced January
1, 2005.  Since that time, the executive contributions and registrant
contributions have been included in the Summary Compensation
Table.  For 2008, 2007 and 2006, the executive contributions are
included in salary and the registrant contributions are included in change in
pension value and nonqualified deferred compensation earnings in the Summary
Compensation Table.








POTENTIAL
PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL





The vesting of all outstanding stock
options, forfeitable stock grants, and stock deferrals under the Director Stock
Unit Programs, are accelerated upon the retirement or resignation of the holder
or upon a change-in-control and would result in value of $838,686 to the Chief
Executive Officer and $135,150 to the Chief Financial Officer, assuming the
event took place on 12/31/08.  Under the terms of the CEO’s employment
agreement, the Company must pay the CEO (i) a single cash payment equal to one
year’s annual base salary (currently $325,000) upon his retirement or
termination (other than in connection with a change-in-control or for cause) and
(ii) a single cash payment equal to 2.99 times his annual base salary (a total
of $971,750 assuming the event took place on 12/31/08 based on current salary)
in connection with the termination of his employment in connection with a
change-in-control of the Company.





COMPENSATION
COMMITTEE REPORT





The Compensation Committee reviews our
general compensation policies and the compensation plans and specific
compensation levels for executive officers.  The 2004 Incentive Stock
Plan, Rule 16b-3 of the Exchange Act, and paragraph 162(m) of the Internal
Revenue Code of 1986, as amended, require that at least two of the Compensation
Committee members be non-employee directors.  The Compensation
Committee consists of three directors who are not employees of the




16


Company.  Linwood
J. Bundy is the current Chairman of the Compensation Committee.  The
Compensation Committee has utilized compensation consultants, Dolmat Connell
& Partners, for consultation on the compensation of the executive officers
and management of the Company.  All recommendations by the Compensation
Committee relating to the compensation of our executive officers are approved by
the full Board.





The Compensation Committee has reviewed
and discussed the Compensation Discussion and Analysis (the “CD&A”) for the
year ended December 31, 2008 with management.  In reliance on the
reviews and discussions referred to above, the compensation committee
recommended to the Board, and the Board has approved, that the CD&A be
included in the annual report on Form 10-K for the year ended December 31, 2008
for filing with the SEC.










By
      the Compensation Committee of the Board of Directors:
                  Linwood
      J. Bundy, Chairman
                  Patrick
      J. Lynch
                  Joseph
      J. Morrow






COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION





The Compensation Committee is presently
comprised of the following directors: Messrs. Bundy, Lynch and Morrow, none of
whom are current or former officers or employees of the Company or any of its
subsidiaries. None of our named executive officers or directors was an executive
officer or served as a member of the board of directors or compensation
committee of any entity that has one or more of its executive officers serving
as a member of our Board or Compensation Committee.


17


ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS







The following table sets forth
certain information as of April 15, 2009, regarding the beneficial ownership of
our Common Stock by (a) all persons who are beneficial owners of five percent or
more of our Common Stock, (b) each of our directors, (c) our Chief Executive
Officer and our Chief Financial Officer, which are our only executive officers,
and (d) all of our directors and executive officers as a
group.  Unless otherwise noted, the persons named below have sole
voting and investment power with respect to such shares.




North
American Galvanizing & Coatings, Inc.
 Stock Ownership, as of April 15,2009 (1)


Number
      of Shares of Common Stock Beneficially Owned (excluding options)
      (2)
                            Nonvested
      Forfeitable Shares of Common Stock
                            Options
      Granted (3)
                            Total
      Beneficial Ownership of Common Stock (including options)
                            Percentage
      of Common Stock (4)Linwood
      J. Bundy
                            281,280
                            39,999
                            —
                            321,279
                            1.9%Ronald
      J. Evans
                            281,128
                            133,334
                            600,000
                            1,014,462
                            5.9%Janice
      K. Henry
                            —
                            26,666
                            —
                            26,666
                            .2%Beth
      B. Hood
                            26,627
                            40,000
                            62,500
                            129,127
                            0.8%Gilbert
      L. Klemann, II
                            174,618
                            39,999
                            79,166
                            293,783
                            1.7%Patrick
      J. Lynch
                            201,062
                            39,999
                            20,000
                            261,061
                            1.5%Joseph
      J. Morrow
                            2,106,825
                            39,999
                            —
                            2,146,824
                            12.5%John
      H. Sununu
                            151,729
                            39,999
                            20,000
                            211,728
                            1.2%All
      Directors and ExecutiveOfficers
      as Group (8 persons)
                            3,223,269
                            399,995
                            781,666
                            4,404,930
                            25.7%




(1)
            All
      shares adjusted to reflect a four-for-three stock split on September 14,
      2008.





(2)
              Excludes
      stock units allocated to the account of the named person under the
      Director Stock Unit Program, as persons are not permitted to vote the
      units.





(3)
              Represents
      shares which the directors and executive officers have, or within 60 days
      after April 15, 2009 will have, the right to acquire through the exercise
      of stock options.





(4)
              Based
      on 16,332,735 shares of the Common Stock outstanding as of April 15, 2009.
      This assumes that all options or warrants exercisable within 60 days after
      April 15, 2009 owned by the named individual are exercised.  The
      total number of shares outstanding also assumes that none of the options
      or warrants owned by other named individuals are
  exercised.





(5)
              The
      address for each of our directors and executive officers is as
      follows:  c/o North American Galvanizing & Coatings, Inc.,
      5314 South Yale Avenue, Suite 1000, Tulsa, Oklahoma
  74135.





18


EQUITY
COMPENSATION PLAN INFORMATION




This
table provides certain information as of December 31, 2008 with respect to our
equity compensation plans:





(a)
                  (b)
                  (c)Plan
      Category
                  Number
      of securities to be issued upon exercise of outstanding
      options
                  Weighted-average
      exercise price of outstanding options,
                  Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (a))Equity
      compensation Plans approved by security holders
                  1,037,916
                  $1.95
                  296,907
      (1)Equity
      compensation Plans not approved by security holders
                  0
                  N/A
                  0Total
                  1,037,916
                  $1.95
                  296,907








(1) This
amount represents the number of shares available (296,907) for issuance pursuant
to stock options, stock units and grants that could be granted in the future
under the North American Galvanizing & Coatings, Inc. 2004 Incentive Stock
Plan.







ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE




RELATED
PARTY TRANSACTIONS





Morrow & Co., LLC.Mr. Joseph J. Morrow, a
director of the Company and a nominee for reelection, is the Chief Executive
Officer, a director and approximately a 30% shareholder of Morrow & Co.,
LLC, which provides proxy solicitation and other stockholder related services to
us.  During the year ended December 31, 2008, the Company paid Morrow
& Co., LLC $7,500, in connection with the Company’s 2008 Annual Meeting of
Stockholders, consisting of a fee for solicitation of proxies.  In
addition, an affiliate of Morrow & Co., LLC, Audit Committee on Call,
provides a confidential hotline service to be used for reporting violations of
the Business Code of Conduct and Ethics policy.  The Company was
billed $600 during 2008 for this service.





Our Code
of Business Conduct and Ethics, which constitutes our related party transaction
policy, requires that all related party transactions be disclosed in writing to
the Board.  The Board




19


must
approve such transactions, and the terms of such transactions must be the same
as the Company would obtain from an unaffiliated third party.  The
Board is aware of and has approved the Company’s transactions with affiliates of
Mr. Morrow as described above in accordance with the terms of our
policy.





DIRECTOR
INDEPENDENCE





The Board
has determined that directors Linwood J. Bundy, Janice K. Henry, Gilbert L.
Klemann II, Patrick J. Lynch, Joseph J. Morrow and John H. Sununu are
“independent directors,” as the term is defined under the listing standards of
NASDAQ.  Mr. Evans is not independent, as he is an executive officer
of the Company.  When we use the term “non-management director” in this
filing, we are referring to all the Board members with the exception of Mr.
Evans.







ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES




Total fees for professional services
provided by Deloitte for the years ended December 31, 2008 and 2007 were
$464,472 and $420,658, respectively, for the following services:




Audit
Fees




The aggregate fees for professional
services rendered by Deloitte for the audit of our annual financial statements
and the effectiveness of the Company’s internal control over financial reporting
and for the reviews of the financial statements included in our Quarterly
Reports on Form 10-Q in 2008 and 2007 were $352,758 and $319,500,
respectively.




Tax
Fees




The aggregate fees paid for preparation
of tax returns were $77,805 and $35,000 for 2008 and 2007,
respectively.  The aggregate fees for tax planning and consultation on
tax compliance in 2008 and 2007 were $33,909 and $13,107,
respectively.  In addition, fees of $43,226 were paid during 2007 for
assistance with an IRS examination.




The Audit
Committee charter provides for the pre-approval of all audit services and all
non-audit services to be provided by our independent registered public
accountants that are permitted under applicable law and regulation, and all
corresponding fees and terms, by the Audit Committee. Pursuant to procedures
established by the Audit Committee, the Chief Financial Officer and/or Chief
Executive Officer are required to review and recommend for approval such
services to the Audit Committee, subject to the de minimus exception for
non-audit services permitted by SEC rules and regulations.  For fiscal
years 2008 and 2007, none of the fees listed above were covered by the de
minimus exception.




The Audit
Committee has considered whether the provision of non-audit services by Deloitte
for the year ended December 31, 2008 is compatible with maintaining the
principal independent registered public accountant’s independence.




20


PART
IV




ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES




(1)   EXHIBITS




The
Exhibits filed with or incorporated by reference into this report are listed in
the following Index to Exhibits.




EXHIBIT
INDEX




No.
                    Description
  3.1
                    Restated
      Certificate of Incorporation of Kinark Corporation, as amended on June 6,
      1996 (incorporated by reference to Exhibit 3.1 of the Company’s
      Pre-Effective Amendment No. 1 to Registration Statement on Form S-3 (Reg.
      No. 333-4937) filed with the Commission on June 7,
  1996).





3.1.1
                Certificate
      of Amendment of Restated Certificate of Incorporation of Kinark
      Corporation, dated June27,
      2003 (incorporated by reference to the Company’s Form 8-K filed with the
      Commission on July 1,
2003).





3.1.2*
              Certificate
      of Amendment of Restated Certificate of Incorporation, as amended of North
      AmericanGalvanizing
      & Coatings, Inc., dated April 2,
2009.





3.2
                The
      Company’s Amended and Restated Bylaws (incorporated by reference to
      Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q dated March 31,
      1996).





10.1
                Credit
      Agreement, dated May 17, 2007, between North American Galvanizing &
      Coatings, Inc., a Delaware corporation, and Bank of America, N.A., a
      national banking association (incorporated by reference to Exhibit 10.1 to
      the Company’s Quarterly Report on Form 10-Q dated June 30,
      2007).





10.2**
                2004
      Incentive Stock Plan, as amended (incorporated by reference to the
      Company’s Form 8-K filed with the Commission on October 3,
      2006).




10.2.1**
                Form
      of Stock Option Agreement (incorporated by reference to the Company’s Form
      8-K filed with the Commission on March 18,
  2005).
  10.2.2**
                  Schedule
      A to Stock Option Agreement (incorporated by reference to the Company’s
      Form 8-K filed with the Commission on March 18,
  2005).
  10.3**
                  Director
      Stock Unit Program, as amended (incorporated by reference to the Company’s
      Form 8-K filed with the Commission on February 17,
      2006).
  21
                  Subsidiaries
      of the Registrant (incorporated by reference to the Companys Form 10-K
      filed with the Commission on February 20,
  2009).
  23
                  Consent
      of Independent Registered Public Accounting Firm (incorporated by
      reference to the Companys Form 10-K filed with the Commission on February
      20, 2009).


31.1*
              Certification
      pursuant to Section 302 of the Sarbanes, Oxley Act of
  2002.




31.2*
              Certification
      pursuant to Section 302 of the Sarbanes, Oxley Act of
  2002.




*  Filed
Herewith.




* *
Indicates management contract or compensation plan.




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