As filed with the Securities and Exchange Commission on July 31, 1998. Registration No. 333-47003 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- MASTEC, INC. (Exact name of registrant as specified in its charter) -------------- FLORIDA 65-0829355 (State or other jurisdiction (I.R.S. Employer of incorporation or organization Identification No.) 3155 N.W. 77TH AVENUE MIAMI, FL 33122-1205 (305) 599-1800 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) -------------- ARTHUR B. LAFFER SPECIAL OPTION PLAN UBIRATAN SIMOES REZENDE SPECIAL OPTION PLAN JAMES W. WILDE SPECIAL OPTION PLAN WAYNE M. WILDE SPECIAL OPTION PLAN DANIEL B. WILDE SPECIAL OPTION PLAN VIRGIL WILDE SPECIAL OPTION PLAN TRAVIS WILDE SPECIAL OPTION PLAN ------------------ (Full Title of Plans) JOSE M. SARIEGO, ESQ. SENIOR VICE PRESIDENT - GENERAL COUNSEL MASTEC, INC. 3155 N.W. 77TH AVENUE MIAMI, FL 33122-1205 (305) 599-2314 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPIES TO: STEVEN D. RUBIN, ESQ. STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. 150 WEST FLAGLER STREET, SUITE 2200 MIAMI, FLORIDA 33130 (305) 789-3517 ===============================================================================MASTEC, INC. On March 29, 1998, MasTec, Inc. was reincorporated from a Delaware corporation to a Florida corporation. This post-effective amendment is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the "Act"), so that MasTec, Inc., a Florida corporation, may expressly adopt this Registration Statement of MasTec, Inc., a Delaware corporation, its predecessor, as its own registration statement for all purposes of the Act and the Securities Exchange Act of 1934, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 607.0831 of the Florida Business Corporation Act (the "Florida Act") provides that a director is not personally liable for monetary damages to the corporation or any person for any statement, vote, decision or failure to act regarding corporate management or policy, by a director, unless: (a) the director breached or failed to perform his duties as a director; and (b) the director's breach of, or failure to perform, those duties constitutes: (i) a violation of criminal law unless the director had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (ii) a transaction from which the director derived an improper personal benefit, either directly or indirectly; (iii) a circumstance under which the director is liable for an improper distribution; (iv) 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 interests of the corporation, or willful misconduct; or (v) 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. Section 607.0850 of the Florida Act provides that a corporation shall have the 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 is or was a director, officer or employee or agent of the corporation, against liability incurred in connection with such proceeding if he acted in good faith and in a manner he 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 conduct was unlawful. Section 607.0850 also provides that a corporation shall have 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 he is or was a director, officer, employee or agent of the corporation, 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. Section 607.0850 further provides that such indemnification shall be authorized if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made under this provision 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. Section 607.0850 further provides that to the extent that a director, officer, employee or agent has been successful on the merits or otherwise in defense of any of the foregoing proceedings, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses actually and reasonably incurred by him in connection therewith. Under Section 607.0850, any indemnification under the foregoing provisions, unless pursuant to a determination by a court, shall be made by the corporation only as authorized in the specific case upon a determination that the indemnification of the director, officer, employee or agent is proper under the circumstances because he has met the applicable standard of conduct. Notwithstanding the failure of a corporation to provide such indemnification, and despite any contrary determination by the corporation in a specific case, a director, officer, employee or agent of the corporation who is or was a party to a proceeding may apply for indemnification to the appropriate court and such court II-2 may order indemnification if it determines that such person is entitled to indemnification under the applicable standard. 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 him and incurred by him 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 Registrant's Amended and Restated Certificate of Incorporation provides that the Registrant shall indemnify to the fullest extent authorized by the Florida Act, each person who is involved in any litigation or other proceeding because such person is or was a director or officer of the Registrant, against all expense, loss or liability reasonably incurred or suffered in connection therewith. The Registrant's Bylaws 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 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. Item 8. EXHIBITS. The following exhibits are either filed herewith or have been previously filed as indicated below: EXHIBIT NUMBER DESCRIPTION 5.1 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson P.A. 23.1 Consent of Coopers & Lybrand L.L.P.* 23.2 Consent of Arthur Andersen L.L.P.* 23.3 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson P.A. (included in Exhibit 5.1 above) 24.1 Power of Attorney* 27.1 Financial Data Schedule* - ----------------- *Previously filed II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has duly caused this Amendment to its Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Miami, State of Florida on the 31st day of July, 1998. MASTEC, INC. By: /S/ STEPHEN D. DANIELS ---------------------------- Stephen D. Daniels Senior Vice President-Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /S/ JORGE MAS Chairman of the Board of Directors, July 31, 1998 - ------------- President and Chief Executive Officer Jorge Mas (Principal Executive Officer) * - ----------------- Director July 31, 1998 Eliot C. Abbot * - ----------------- Director July 31, 1998 Arthur B. Laffer * - ------------------- Director July 31, 1998 Jose S. Sorzano *BY: /S/ JOSE M. SARIEGO - ------------------------- (Attorney-in-Fact pursuant to Power of Attorney) II-4 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 5.1 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 23.3 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (included in Exhibit 5.1 above).
EXHIBIT 5.1 LAW OFFICES STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. MUSEUM TOWER, SUITE 2200 150 WEST FLAGLER STREET MIAMI, FLORIDA 33130 -------- MIAMI (305) 789-3200 BROWARD (954) 462-9500 FAX (305) 789-3395 July 31, 1998 Mr. Jose M. Sariego Senior Vice President - General Counsel MasTec, Inc. 3155 N.W. 77th Avenue Miami, Florida 33122-1205 Re: MasTec, Inc. AMENDMENT NO.1 TO FORM S-8 Dear Mr. Sariego: As counsel to MasTec, Inc., a Florida corporation (the "Corporation"), we have examined the Articles of Incorporation and Bylaws of the Corporation, as well as such other documents and proceedings as we have considered necessary for the purposes of this opinion. We have also examined and are familiar with the (1) Corporation's Registration Statement on Form S-8 (the "Registration Statement"), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to 200,000 additional shares of the Corporation's common stock, par value $.10 per share (the "Common Stock"), issuable by the Corporation pursuant to Arthur B. Laffer Special Option Plan, Ubiratan Simoes Rezende Special Option Plan, James W. Wilde Special Option Plan, Wayne M. Wilde Special Option Plan, Daniel B. Wilde Special Option Plan, Virgil Wilde Special Option Plan and Travis Wilde Special Option Plan (collectively,Mr. Jose M. Sariego July 31, 1998 Page 2 the "Plans"), and (2) the Prospectus (the "Prospectus") relating to the Registration Statement, providing, among other things, information concerning the Plans. In rendering this opinion, we have assumed, without independent investigation: (i) the authenticity of all documents submitted to us as originals; (ii) the conformity to original documents of all documents submitted to us as certified or photostatic copies and (iii) the genuineness of all signatures. In addition, as to questions of fact material to the opinions expressed herein, we have relied upon such certificates of public officials, corporate agents and officers of the Corporation and such other certificates as we deemed relevant. Based upon the foregoing, and having regard to legal considerations which we deem relevant, we are of the opinion that following the issuance and delivery of the Common Stock by the Corporation under the Plans, against payment of adequate consideration therefor to the Corporation in accordance with the terms of the Plans and Prospectus, the Common Stock will be validly issued, fully paid and non-assessable. This opinion is intended solely for the Corporation's use in connection with the registration of the Common Stock and may not be relied upon for any other purpose or by any other person. This opinion may not be quoted in whole or in part or otherwise referred to or furnished to any other person except in response to a valid subpoena. This opinion is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. This opinion is rendered as of the date hereof, and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in facts or law that may hereafter occur. We hereby consent to the inclusion of this opinion letter as an exhibit to the Registration Statement. Very truly yours, STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.