MasTec, Inc.
As filed with the Securities and Exchange Commission on January 16, 2007
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact Name of Registrant as Specified in its Charter)
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Florida
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65-0829355 |
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(State or Other Jurisdiction of Incorporation or
Organization)
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(IRS Employer
Identification Number) |
800
S. Douglas Road,
12th
Floor
Coral Gables, Florida 33134
(Address of Principal Executive Offices)
The Mastec, Inc. 401(k) Retirement Plan
(Full Title of the Plan)
Albert de Cardenas, Esq.
Executive Vice President
and General Counsel
Mastec, Inc.
800 S. Douglas Road,
12th
Floor
Coral Gables, Florida 33134
(Name and Address of Agent for Service)
Telephone Number, Including Area Code, of Agent For Service
Copies to:
Barbara J. Oikle, Esq.
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0500
CALCULATION OF REGISTRATION FEE
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Proposed number of |
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Proposed maximum |
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Proposed |
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Title of securities |
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shares to be |
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offering price |
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maximum aggregate |
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Amount of |
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to be registered |
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Registered(1)(2) |
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per share(3) |
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offering price |
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registration fee |
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Common Stock, $0.10
par value, to be
issued in connection
with The Mastec, Inc.
401(k) Retirement Plan |
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150,000 |
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$ |
11.06 |
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$ |
1,659,000 |
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$ |
177.51 |
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(1) |
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Pursuant to Rule 416 of the Securities Act of 1933, as amended (the Securities Act), this
registration statement shall also cover an indeterminate amount of interests to be offered or
sold pursuant to the MasTec, Inc. 401(k) Retirement Plan (the 401(k) Plan). |
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(2) |
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Pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an
indeterminate number of additional shares that may be issued to adjust the number of shares
issued pursuant to the 401(k) Plan as a result of any future stock split, stock dividend or
similar adjustment the common stock, $0.10 par value (the Common Stock) of MasTec, Inc. (the
Registrant). |
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(3) |
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Estimated solely for the purpose of calculating the registration fee in accordance with Rules
457(c) and h(1) of the General Rules and Regulations under the Securities Act on the basis of
the average of the high and low price of a share of Common Stock as reported by the New York
Stock Exchange on January 10, 2007. |
EXPLANATORY NOTE
This Registration Statement will be used to register shares of common stock, par value of
$0.10 per share (the Common Stock), of Mastec, Inc. (the Registrant), as well as plan interests
to be offered or sold pursuant to the Mastec, Inc. 401(k) Retirement Plan (the 401(k) Plan).
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified by Items 1 and 2 of Part I of Form S-8 is omitted from this filing
in accordance with the provisions of Rule 428 of the Securities Act of 1933, as amended (the
Securities Act), and the introductory Explanatory Note to Part I of Form S-8.
The documents containing the information specified in Part I of Form S-8 will be sent or given
to participating employees as specified by Rule 428(b) of the Securities Act. Such documents and
the documents incorporated by reference herein pursuant to Item 3 of Part II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities
Act.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. |
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Incorporation of Documents by Reference. |
The following documents, which have been filed with the Securities and Exchange Commission,
are hereby incorporated by reference into this registration statement:
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(a) |
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The Annual Report of the Registrant on Form 10-K for the fiscal year ended
December 31, 2005; |
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(b) |
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The Registrants Quarterly Reports on Form 10-Q for the quarters ended March
31, 2006, June 30, 2006, and September 30, 2006; |
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(c) |
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The Registrants Current Reports on Form 8-K filed on January 6, 2006 (as
amended by the Form 8-K/A filed on January 23, 2006), February 6, 2006, April 6, 2006,
August 24, 2006, December 1, 2006 and December 8, 2006 (not including any information
furnished under Items 2.02, 7.01 or 9.01 of any such Form 8-K); |
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(d) |
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The Registrants Proxy Statement on Schedule 14A filed on April 14, 2006; |
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(e) |
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The Annual Report of the 401(k) Plan on Form 11-K for the fiscal year ended
December 31, 2005; and |
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(f) |
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The description of the Registrants Common Stock contained in its Registration
Statement on Form 8-A (Registration No. 001-08106) filed with the Securities and
Exchange Commission on February 2, 1997 and any amendments to such Registration
Statement filed subsequently thereto, including all amendments or reports filed for the
purpose of updating such description. |
In addition, all documents subsequently filed by the Registrant or the 401(k) Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (not including any information furnished
under Items 2.02, 7.01 or 9.01 of Form 8-K, which information is not incorporated by reference
herein) subsequent to the date of the Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, will be deemed to be incorporated herein by
reference and to be a part of this registration statement from the date of filing of such
documents. Any statement contained in a document incorporated herein by reference will be deemed
to be modified or superseded for purposes of this registration statement to the extent that a
statement contained herein, or in a subsequently filed document incorporated herein by reference,
modifies or supersedes the statement. Any statement modified or superseded will not be deemed,
except as modified or superseded, to constitute a part of this registration statement.
3
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Item 4. |
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Description of Securities. |
Not applicable.
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Item 5. |
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Interests of Named Experts and Counsel. |
Not applicable.
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Item 6. |
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Indemnification of Directors and Officers. |
Under Section 607.0831 of the Florida Business Corporation Act (the FBCA), a director is not
personally liable for monetary damages to the corporation or any other person for any statement,
vote, decision, or failure to act regarding corporate management or policy unless (1) the director
breached or failed to perform his or her duties as a director and (2) the directors breach of, or
failure to perform, those duties constitutes (a) a violation of the criminal law, unless the
director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause
to believe his or her conduct was unlawful, (b) a transaction from which the director derived an
improper personal benefit, either directly or indirectly, (c) a circumstance under which the
liability provisions of Section 607.0834 are applicable, (d) in a proceeding by or in the right of
the corporation to procure a judgment in its favor or by or in the right of a shareholder,
conscious disregard for the best interest of the corporation, or willful misconduct, or (e) in a
proceeding by or in the right of someone other than the corporation or a shareholder, recklessness
or an act or omission which was committed in bad faith or with malicious purpose or in a manner
exhibiting wanton and willful disregard of human rights, safety, or property. A judgment or other
final adjudication against a director in any criminal proceeding for a violation of the criminal
law estops that director from contesting the fact that his or her breach, or failure to perform,
constitutes a violation of the criminal law; but does not estop the director from establishing that
he or she had reasonable cause to believe that his or her conduct was lawful or had no reasonable
cause to believe that his or her conduct was unlawful.
Under Section 607.0850 of the FBCA, a corporation has power to indemnify any person who was or
is a party to any proceeding (other than an action by, or in the right of the corporation), by
reason of the fact that he or she is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise against
liability incurred in connection with such proceeding, including any appeal thereof, if he or she
acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of any proceeding by
judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall
not, of itself, create a presumption that the person did not act in good faith and in a manner
which he or she reasonably believed to be in, or not opposed to, the best interests of the
corporation or, with respect to any criminal action or proceeding, has reasonable cause to believe
that his or her conduct was unlawful.
In addition, under Section 607.0850 of the FBCA, a corporation has the power to indemnify any
person, who was or is a party to any proceeding by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a director, officer,
employee, or agent of the corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgment of
the board of directors, the estimated expense of litigating the proceeding to conclusion, actually
and reasonably incurred in connection with the defense or settlement of such proceeding, including
any appeal thereof. Such indemnification shall be authorized if such person acted in good faith and
in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification shall be made under this subsection in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be liable unless, and
only to the extent that, the court in which such proceeding was brought, or any other court of
competent jurisdiction, shall determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
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Under Section 607.0850 of the FBCA, the indemnification and advancement of expenses provided
pursuant to Section 607.0850 of the FBCA are not exclusive, and a corporation may make any other or
further indemnification or advancement of expenses of any of its directors, officers, employees, or
agents, under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise,
both as to action in his or her official capacity and as to action in another capacity while
holding such office. However, indemnification or advancement of expenses shall not be made to or on
behalf of any director, officer, employee or agent if a judgment or other final adjudication
establishes that his or her actions, or omissions to act, were material to the cause of action so
adjudicated and constitute: (a) a violation of the criminal law, unless the director, officer,
employee or agent had reasonable cause to believe his or her conduct was unlawful; (b) a
transaction from which the director, officer, employee or agent derived an improper personal
benefit; (c) in the case of a director, a circumstance under which the above liability provisions
of Section 607.0834 are applicable; or (d) willful misconduct or a conscious disregard for the best
interests of the corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.
Section 607.0850 also provides that a corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer, employee or agent of
the corporation against any liability asserted against the person and incurred by him or her in any
such capacity or arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of Section 607.0850.
The Registrants Amended and Restated Articles of Incorporation provide that the Registrant
shall indemnify any director or former director to the fullest extent permitted by law. The
Registrants Second Amended and Restated By-Laws provide that a director or officer may be paid
expenses incurred in defending any proceeding in advance of its final disposition upon receipt by
the Registrant of an undertaking, by or on behalf of the director or officer, to repay all amounts
so advanced if it is ultimately determined that such director or officer is not entitled to
indemnification. The Registrants Second Amended and Restated By-Laws also permit the Registrant
to purchase and maintain insurance on behalf of the Registrants directors, officers, employees and
agents against liabilities that they may incur in those capacities, whether or not the Registrant
would have the power to indemnify them against such liabilities.
The Registrant has obtained primary and excess insurance policies insuring the directors and
officers of the Registrant and its subsidiaries against certain liabilities they may incur in their
capacity as directors and officers. Under such policies, the insurer, on behalf of the Registrant,
may also pay amounts for which the Registrant has granted indemnification to the directors or
officers. In addition, the Registrant has individual indemnification agreements with its
directors.
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Item 7. |
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Exemption from Registration Claimed. |
Not applicable.
A list of exhibits filed with this registration statement is in the Exhibit Index that
immediately precedes such exhibits and is incorporated by reference herein.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the
Securities Act);
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(ii) To reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent not more than a 20 percent change in the maximum aggregate
offering price set forth in the Calculation of Registration Fee table in the effective
registration statement;
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such information in
the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d)
of the Exchange Act that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrants annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plans 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 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Securities 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 Securities Act and will be governed by the final adjudication of such issue.
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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-8 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Coral Gables, State of
Florida on this 15th day of January, 2007.
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MASTEC, INC.
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By: |
/s/ Austin J. Shanfelter
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Austin J. Shanfelter |
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President and Chief Executive Officer
(Principal Executive Officer) |
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By: |
/s/ C. Robert Campbell
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C. Robert Campbell |
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Chief Financial Officer
(Principal Financial and Accounting Officer) |
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Pursuant to the requirements of the Securities Act of 1933, the trustee (or such other person
who administers the Mastec, Inc. 401(k) Retirement Plan) has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Coral Gables, State of Florida on this 15th day of January, 2007.
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THE MASTEC, INC. 401(k) RETIREMENT PLAN
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By: |
/s/ Austin J. Shanfelter
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Austin J. Shanfelter |
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Chairman, Benefits Committee of MasTec, Inc. |
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POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Austin Shanfelter and C. Robert
Campbell, and each or any of them acting alone, his true and lawful attorney-in-fact with authority
to execute in the name of each such person, and to file with the Securities and Exchange
Commission, together with any exhibits thereto and other documents therewith, any and all
amendments (including without limitation post-effective amendments) to this registration statement
necessary or advisable to enable the registrant to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and Exchange Commission in
respect thereof, which amendments may make such other changes in the registration statement as the
aforesaid attorney-in-fact executing the same deems appropriate. Pursuant to the requirements of
the Securities Act of 1933, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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Jorge Mas |
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Chairman of the Board
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/s/ Austin J. Shanfelter
Austin J. Shanfelter |
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President and Chief
Executive Officer
and Director
(Principal Executive Officer)
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January 15, 2007 |
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/s/ Jose R. Mas
Jose R. Mas |
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Executive Vice President and
Vice Chairman of the Board
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January 15, 2007 |
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/s/ Ernst N. Csiszar
Ernst N. Csiszar |
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Director
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January 15, 2007 |
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Carlos M. de Cespedes |
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Director
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Robert J. Dwyer |
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Director
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/s/ Frank E. Jaumot
Frank E. Jaumot |
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Director
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January 15, 2007 |
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Julia L. Johnson |
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Director
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/s/ Jose S. Sorzano
Jose S. Sorzano |
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Director
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January 15, 2007 |
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/s/ John Van Heuvelen
John Van Heuvelen |
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Director
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January 15, 2007 |
8
EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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3.1 |
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Amended and Restated Articles of Incorporation filed as Exhibit 3.1 to our
Registration Statement on Form S-1 (Registration No. 333-129790) and incorporated
by reference herein. |
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3.2 |
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Second Amended and Restated Bylaws of MasTec, Inc. amended and restated as of May
30, 2003, filed as Exhibit 3.1 to our Form 10-Q for the quarter ended June 30,
2003 and filed with the SEC on August 14, 2003 and incorporated by reference
herein. |
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5.1* |
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Opinion of Greenberg Traurig, P.A. |
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5.2* |
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Internal Revenue Service Determination Letter that the Plan is qualified under
Section 401 of the Internal Revenue Code. |
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23.1* |
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Consent of BDO Seidman, LLP |
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23.2* |
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Consent of Ernst & Young LLP |
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23.3* |
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Consent of Greenberg Traurig, P.A. (contained in Exhibit 5.1) |
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24.1 |
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Power of Attorney (contained on the signature pages of this Registration Statement) |
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* |
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Exhibits filed with this Form S-8. |
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EX-5.1 Opinion of Greenberg Traurig
EXHIBIT 5.1
[Greenberg Traurig, P.A. Letterhead]
January 15, 2007
Mastec, Inc.
800 S. Douglas Road, 12th Floor
Coral Gables, Florida 33134
Re: Registration Statement on Form S-8 for the Mastec, Inc. 401(K) Retirement Plan
Ladies and Gentlemen:
On the date hereof, Mastec, Inc., a Florida corporation (the Company), sent for filing with
the Securities and Exchange Commission (the Commission) a Registration Statement on Form S-8 (the
Registration Statement), under the Securities Act of 1933, as amended (the Act). The
Registration Statement relates to the offering and sale by the Company of up to 150,000 shares of
the Companys Common Stock, par value $0.10 per share (the Common Stock) to be issued in
connection with The Mastec, Inc. 401(K) Retirement Plan (the 401(K) Plan) and an indeterminate
amount of 401(K) Plan interests. We have acted as counsel to the Company in connection with the
preparation and filing of the Registration Statement.
In connection therewith, we have examined and relied upon the original or a copy, certified to
our satisfaction, of (i) the Amended and Restated Articles of Incorporation and Amended and Second
Amended and Restated Bylaws of the Company; (ii) records of corporate proceedings of the Company
related to the 401(K) Plan; (iii) the 401(K) Plan, (iv) the Registration Statement and exhibits
thereto; and (v) such other documents and instruments as we have deemed necessary for the
expression of the opinions herein contained. In making the foregoing examinations, we have assumed
the genuineness of all signatures and the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion, we have relied,
to the extent we deemed reasonably appropriate, upon representations of officers or directors of
the Company and upon documents, records and instruments furnished to us by the Company, without
independently checking or verifying the accuracy of such documents, records and instruments.
Based upon the foregoing examination, we are of the opinion that with respect to any newly
issued shares of Common Stock to be issued by the Company pursuant to the Plan and assuming that
(i) no more than 150,000 shares of the Companys Common Stock is offered pursuant to the Plan, (ii)
the Company maintains an adequate number of authorized and unissued shares of Common Stock
available for issuance pursuant to the Plan and (iii) when the consideration for those shares of
Common Stock issued pursuant to the 401(K) Plan is actually received by the Company and the shares
of Common Stock are issued pursuant to the 401(K) Plan in accordance with the terms of the 401(K)
Plan, the Common Stock will be duly and validly issued, fully paid and nonassessable.
This opinion is rendered only to you and is solely for your benefit in connection with the
transactions covered hereby. This opinion may not be relied upon by you for any other purpose, or
furnished to, quoted to or relied upon by any other person, firm or corporation for any purpose,
without our prior written consent.
The opinions expressed herein are specifically limited to the laws of the State of Florida and
the federal laws of the United States of America and are as of the date hereof. We assume no
obligation to update or supplement such opinions to reflect any facts or circumstances that may
hereafter come to our attention or any changes in law that may hereafter occur.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
In giving such consent, we do not admit that we come within the category of persons whose consent
is required by Section 7 of the Act or the rules and regulations of the Commission thereunder.
[SIGNATURE FOLLOWS ON NEXT PAGE]
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Sincerely,
GREENBERG TRAURIG, P.A.
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By: |
/s/ Barbara J. Oikle
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Barbara J. Oikle |
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EX-5.2 IRS Determination Letter
Exhibit 5.2
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Internal Revenue Service
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Department of the Treasury |
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Washington, DC 20224 |
Plan Description: Prototype Non-Standardized Profit Sharing Plan with CODA
FFN: 50338830003-003 Case: 200102539 EIN: 04-1590850
Letter Serial No: K372765a
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MASSMUTUAL FINANCIAL GROUP
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Contact Person: Ms. Arrington 50-00197 |
1295 STATE STREET
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Telephone Number: (202) 283-8811 |
SPRINGFIELD, MA 01111
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In Reference to: T:EP:RA:T3 |
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Date: 04/23/2002 |
Dear Applicant:
In our opinion, the form of the plan identified above is acceptable under section 401 of the
Internal Revenue Code for use by employers for the benefit of their employees. This opinion relates
only to the acceptability of the form of the plan under the Internal Revenue Code. It is not an
opinion of the effect of other Federal or local statutes.
You must furnish a copy of this letter to each employer who adopts this plan. You are also required
to send a copy of the approved form of the plan, any approved amendments and related documents to
Employee Plans Determinations in Cincinnati at the address specified in section 9-11 of Rev. Proc.
2000-20, 2000-6 I.R.B. 553.
This letter considers the changes in qualifications requirements made by the Uruguay Round
Agreements Act (GATT), Pub. L. 103-465 the Small Business Job Protection Act of 1996, Pub. L.
104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353,
the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and
Reform Act of 1998, Pub. L. 105-206 and the Community Renewal Tax Relief Act of 2000. Pub. L.
106-554. These laws are referred to collectively as GUST.
Our opinion on the acceptability of the form of the plan is not a ruling or determination as to
whether an employers plan qualifies under Code section 401(a). However, an employer that adopts
this plan may rely on this letter with respect to the qualification of its plan under Code section
401(a), as provided for in Announcement 2001-77, 2001-30 I.R.B. and outlined below. The terms of
the plan must be followed in operation.
Except as provided below, our opinion does not apply with respect to the requirements of: (a) Code
sections 401(a)(4), 401(a)(26), 401(1), 410(b) and 414(s). Our opinion does not apply for purposes
of Code section 401(a)(10)(B) and section 401(a)(16); if an employer ever maintained another
qualified plan for one or more employees who are covered by this plan. For this purpose, the
employer will not be considered to have maintained another plan merely because the employer has
maintained another defined contribution plan(s), provided such other plan(s), has been terminated
prior to the effective date of this plan and no annual additions have been credited to the account
of any participant under such other plans) as of any date within the limitation year of this plan.
Likewise, if this plan is first effective on or after the effective date of the repeal of Code
section 415(e), the employer will not be considered to have maintained another plan merely because
the employer has maintained a defined benefit plan(s). provided the defined benefit plan(s) has
been terminated prior to the effective date of this plan. Our opinion also
does not apply for purposes of Code section 401(a)(16) if, after December 31, 1985, the employer
maintains a welfare benefit fund defined in Code section 419(e), which provides postretirement
medical benefits allocated to separate accounts for key employees as defined in Code section
419A(d)(3).
Our opinion applies with respect to the requirements of Code section 410(b) if 100 percent of all
nonexcludable employees benefit under the plan. Employers that elect a safe harbor allocation
formula and a safe harbor compensation definition can also rely on an opinion letter with respect
to the nondiscriminatory amounts requirement under section 401(a)(4), and the requirements of
sections 401(k) and 401(m) (except where the plan is a safe harbor plan under section 401(k)(12)
that provides for the safe harbor contribution to be made under another plan).
An employer that elects to continue to apply the pre-GUST family aggregation rules in years
beginning after December 31, 1996, or the combined plan limit of section 415(e) in years beginning
after December 31, 1999, will not be able to rely on the opinion letter without a determination
letter. The employer may request a determination letter by filing an application with Employee
Plans Determinations on Form 5307, Application for Determination for Adopters of Master or
Prototype or Volume Submitter Plans.
If you, the master or prototype sponsor, have any questions concerning the IRS processing of this
case, please call the above telephone number. This number is only for use of the sponsor.
Individual participants and/or adopting employers with questions concerning the plan should contact
the master or prototype sponsor. The plans adoption agreement must include the sponsors address
and telephone number for inquiries by adopting employers.
If you write to the IRS regarding this plan, please provide your telephone number and the most
convenient time for us to call in case we need more information. whether you call or write, please
refer to the Letter Serial Number and File Folder Number shown in the heading of this letter.
You should keep this letter as a permanent record. Please notify us if you modify or discontinue
sponsorship of this plan.
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Sincerely yours,
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/s/ Paul Shultz
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Director |
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Employee Plans Rulings & Agreements |
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EX-23.1 Consent of BDO Seidman
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
MasTec, Inc.
Coral Gables, FL
We hereby consent to the incorporation by reference in the Prospectus constituting a part of this
Registration Statement of our reports dated February 27, 2006, relating to the consolidated
financial statements and the effectiveness of MasTec, Inc.s internal control over financial
reporting appearing in the Companys Annual Report on Form 10-K for the year ended December 31,
2005. We also hereby consent to our report dated June 28, 2006 relating to the financial
statements of The MasTec, Inc. 401(k) Retirement Plan (the Plan) filed on the Plans Annual
Report on Form 11-K for the year ended December 31, 2005.
/s/ BDO Seidman, LLP
BDO Seidman, LLP
Miami, FL
January 15, 2007
EX-23.2 Consent of Ernst & Young
EXHIBIT 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the
incorporation by reference in the Registration Statement (Form S-8
No. 333-00000) pertaining to the MasTec, Inc. 401(K) Retirement Plan
of our report dated July 23, 2004 (except for paragraphs 1, 3, 4 and
6 of Note 8 as to which the date is March 30, 2005, and paragraph 7
and 9 of Note 8, as to which the date is February 24, 2006), with
respect to the consolidated statements of operations,
shareholders equity and cash flows of MasTec, Inc. for the year
ended December 31, 2003 included in its Annual Report (Form 10-K) for
the year ended December 31, 2005, filed with the Securities and
Exchange Commission.
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/s/
Ernst & Young LLP
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Ernst & Young LLP |
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Miami, FL
January 15, 2007