As filed with the Securities and Exchange Commission on May 5, 1999.
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MASTEC, INC.
(Exact name of registrant as specified in its charter)
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FLORIDA 65-0829355
(State or other jurisdiction of (I.R.S. Employer
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)
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NON-EMPLOYEE DIRECTORS' STOCK PLAN
1999 NON-QUALIFIED EMPLOYEE STOCK OPTION PLAN
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(Full Title of Plan)
JOSE M. SARIEGO, ESQ.
SENIOR VICE PRESIDENT - GENERAL COUNSEL
MASTEC, INC.
3155 N.W. 77TH AVENUE
MIAMI, FL 33122-1205
(305) 406-1954
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY 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
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE(1) FEE
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, $.10 par value 1,100,000 shares $25.97 $28,567,000 $7,941.63
======================================================================================================================
(1) Estimated solely for purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices of the Common Stock on April 29, 1999, as reported on the New
York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by MasTec, Inc., a Florida corporation
(the "Registrant"), with the Securities and Exchange Commission (the "SEC")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are incorporated by reference herein:
(1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998, filed with the SEC on April 1, 1999 (the "1998
10-K").
(2) The Registrant's Current Report on Form 8-K, dated December 31,
1998, filed with the SEC on January 14, 1999.
(3) The portions of the Registrant's definitive Proxy Statement for its
1999 Annual Meeting of Stockholders, dated April 14, 1999, that
have been incorporated by reference into the 1998 10-K and was
filed with the SEC on Schedule 14A on April 7, 1999.
(4) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, filed with the SEC
on February 10, 1997, and any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act 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, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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)
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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 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 (the
"Certificate") 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
II-2
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 PricewaterhouseCoopers L.L.P.
23.2 Consent of Arthur Andersen
23.3 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
(included in Exhibit 5.1 above)
24.1 Power of Attorney (included as part of the Signature Page of this
Registration Statement)
Item 9. UNDERTAKINGS.
(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, as amended (the
"Securities Act");
(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;
(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;
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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 by
the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by
reference in the 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
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 SEC 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 duly caused this 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 4th day of May, 1999.
MASTEC, INC.
By: /s/ Carmen M. Sabater
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Senior Vice President - Director of Finance
(Principal Financial and Accounting Officer)
The undersigned directors and officers of MasTec, Inc. hereby
constitute and appoint Carmen M. Sabater and Jose M. Sariego, and each of them
with full power to act without the other and with full power of substitution and
resubstitution, our true and lawful attorneys in fact with full power to execute
in our name and behalf in the capacities indicated below this Registration
Statement on Form S-8 and any and all amendments thereto and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission and hereby ratify and confirm all that such
attorneys in fact, or any of them, or their substitutes shall lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
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, May 4, 1999
- ------------------------------------ President and Chief Executive Officer
Jorge Mas (Principal Executive Officer)
/s/ JOEL-TOMAS CITRON Vice Chairman of the Board May 4, 1999
- ------------------------------------ of Directors
Joel-Tomas Citron
/s/ ELIOT C. ABBOTT Director May 4, 1999
- ------------------------------------
Eliot C. Abbott
/s/ ARTHUR B. LAFFER Director May 4, 1999
- ------------------------------------
Arthur B. Laffer
/s/ JOSE S. SORZANO Director May 4, 1999
- ------------------------------------
Jose S. Sorzano
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
5.1 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
23.1 Consent of PricewaterhouseCoopers L.L.P.
23.2 Consent of Arthur Andersen
EXHIBIT 5.1
May 4, 1999
Mr. Jose M. Sariego
Senior Vice President - General Counsel
MasTec, Inc.
3155 N.W. 77th Avenue
Miami, Florida 33122-1205
Re: MasTec, Inc.
REGISTRATION STATEMENT ON 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
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 1,100,000 shares of the Corporation's common
stock, par value $.10 per share (the "Common Stock"), issuable by the
Corporation pursuant to the Non-Employee Directors' Stock Plan and the 1999
Non-Qualified Employee Stock Option Plan (the "Plans").
Mr. Jose M. Sariego
May 4, 1999
Page 2
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 Plan, against payment
of adequate consideration therefor to the Corporation in accordance with the
terms of the Plans, 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 laws 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.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated February 10, 1999 relating to the
financial statements, which appears in MasTec Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1998.
PricewaterhouseCoopers LLP
Miami, Florida
April 30, 1999
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of MasTec, Inc., of our report dated March 31, 1999, on
our audits of the consolidated financial statements as of December 31, 1998, and
for the year then ended, of Sintel, S.A. and subsidiaries.
Arthur Andersen
Madrid, Spain
April 30, 1999
