As filed with the Securities and Exchange Commission on June 9, 2000.
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, of Registrant's Principal Executive Offices)
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1999 Non-Qualified Employee Stock Option Plan
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(Full Title of Plans)
Jose Sariego, Esq.
Senior Vice President - General Counsel
MasTec, Inc.
3155 N.W. 77th Avenue
Miami, FL 33122-1205
(Name and Address, Including Zip Code, of Agent for Service)
(305) 406-1954
(Telephone Number, Including Area Code, of Agent for Service)
With copies to:
Geoffrey MacDonald, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, Florida 33130
(305) 789-3522
Calculation of Registration Fee
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Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered(1) Per Share(2) Offering Price(2) Fee(2)
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Common Stock, par value $.10 per share 1,000,000 $69.6875 $69,687,500 $18,397.50
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which may become issuable under the 1994 Stock Incentive
Plan by reason of any stock dividend, stock split, recapitalization or
any other similar transaction effected without receipt of consideration
which results in an increase in the number of outstanding shares of
Common Stock.
(2) 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 the New York Stock Exchange as of a date
within five business days prior to the date of filing of this
Registration Statement.
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EXPLANATORY NOTE
On October 4, 1999, the Board of Directors of MasTec, Inc. (the
"Company"), approved an amendment to the Company's 1999 Non-Qualified
Employee Stock Option Plan (the "1999 Plan") to increase the maximum number
of shares of the Company's Common Stock, par value $.10 per share (the
"Common Stock"), that may be issued under the 1994 Plan by 1,000,000 shares
and to make certain other related amendments thereto. This Registration
Statement has been filed to register the additional 1,000,000 shares of
Common Stock issuable pursuant to shares or options to be granted under the
1999 Plan, as amended.
The additional shares to be registered by this Registration
Statement are of the same class as those securities covered by the Company's
previously filed Registration Statement on Form S-8 filed on May 5, 1999
(Registration No. 333-77823) (the "Earlier Registration Statement").
Pursuant to General Instruction E to Form S-8, the contents of the Earlier
Registration Statement are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit
Number Description
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5.1 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson P.A.
23.1 Consent of PricewaterhouseCoopers LLP.
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 (set forth on the signature page to this
Registration Statement).
II-1
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 Miami, State of Florida on the 9th day of June, 2000.
MASTEC, INC.
By: /s/Carmen M. Sabater
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Carmen M. Sabater
Senior Vice President and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Carmen M. Sabater and Jose Sariego, his
or her true and lawful attorneys-in-fact and agents, for him or her and in his
or her name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission granting unto
said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming and confirming all that said attorneys-in-fact and agents or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, 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 June 9, 2000
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Jorge Mas
/s/Joel-Tomas Citron Vice-Chairman of the Board of June 9, 2000
- --------------------------------- Directors, President and Chief
Joel-Tomas Citron Executive Officer (Principal
Executive Officer)
/s/Carmen M. Sabater Senior Vice President and Chief June 9, 2000
- --------------------------------- Financial Officer (Principal Financial
Carmen M. Sabater Officer)
/s/Arlene Vargas Vice President and Controller June 9, 2000
- ------------------------------------- (Principal Accounting Officer)
Arlene Vargas
/s/Joseph P. Kennedy, II Director June 9, 2000
- ---------------------------------
Joseph P. Kennedy, II
/s/Arthur B. Laffer Director June 9, 2000
- ------------------------------------
Arthur B. Laffer
/s/Olaf Olafsson Director June 9, 2000
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Olaf Olafsson
/s/William L. Shiebler Director June 9, 2000
- ----------------------------------
William L. Shiebler
/s/Jose S. Sorzano Director June 9, 2000
- ---------------------------------------
Jose S. Sorzano
II-2
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Arthur Andersen.
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
150 WEST FLAGLER STREET
MIAMI, FLORIDA 33130
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MIAMI (305) 789-3200o BROWARD (954) 463-5440
FAX (305) 789-3395
WWW.STEARNSWEAVER.COM
E. RICHARD ALHADEFF LISHA D. HOGUE PATRICIA A. REDMOND OWEN S. FREED
LOUISE JACOWITZ ALLEN ALICE R. HUNEYCUTT ELIZABETH G. RICE SENIOR COUNSEL
STUART D. AMES RICHARD B. JACKSON GLENN M. RISSMAN
ALEXANDER ANGUEIRA THEODORE A. JEWELL KEITH E. ROUNSAVILLE DAVID M. SMITH
LAWRENCE J. BAILIN SHARON LEE JOHNSON STEVEN D. RUBIN LAND USE CONSULTANT
ANA T. BARNETT MICHAEL I. KEYES MIMI L. SALL
PATRICK A. BARRY ROBERT T. KOFMAN NICOLE S. SAYFIE
SHAWN BAYNE CHAD K. LANG RICHARD E. SCHATZ TAMPA OFFICE
SUSAN FLEMING BENNETT FRANK J. LOPEZ DAVID M. SEIFER SUITE 2200
LISA K. BERG TERRY M. LOVELL JOSE G. SEPULVEDA SUNTRUST FINANCIAL CENTRE
MARK J. BERNET JOY SPILLIS LUNDEEN JAY B. SHAPIRO 401 EAST JACKSON STREET
HANS C. BEYER GEOFFREY MacDONALD MARTIN S. SIMKOVIC TAMPA, FLORIDA 33602
RICHARD I. BLINDERMAN MONA E. MARKUS CURTIS H. SITTERSON ----------
MATTHEW W. BUTTRICK BRIAN J. McDONOUGH MARK D. SOLOV (813) 223-4800
JENNIFER STEARNS BUTTRICK ANTONIO R. MENENDEZ EUGENE E. STEARNS
PETER L. DESIDERIO FRANCISCO J. MENENDEZ THOMAS T. STEELE
MARK P. DIKEMAN ALISON W. MILLER BRADFORD SWING FORT LAUDERDALE OFFICE
DREW M. DILLWORTH VICKI LYNN MONROE SUSAN J. TOEPFER SUITE 1900
SHARON QUINN DIXON HAROLD D. MOOREFIELD, JR. ANNETTE TORRES 200 EAST BROWARD BOULEVARD
ALAN H. FEIN JIMMY L. MORALES DENNIS R. TURNER FORT LAUDERDALE, FLORIDA 33301
ANGELO M. FILIPPI JOHN N. MURATIDES RONALD L. WEAVER -----------
ELISE FRIEDBAUER JOHN K. OLSON ROBERT I. WEISSLER (954) 462-9500
ROBERT E. GALLAGHER, JR. JEFFREY A. NORMAN PATRICIA G. WELLES
CHAVA E. GENET KARA E. PLUNKETT MARTIN B. WOODS
LATASHA A. GETHERS DAVID C. POLLACK
PATRICIA K. GREEN DARRIN J. QUAM
JOSEPH K. HALL JOHN M. RAWICZ
June 9, 2000
Jose Sariego, Esq.
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
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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 1,000,000 shares of the Corporation's common
stock, par value $.10 per share (the "Common Stock"), issuable by the
Corporation pursuant to the Corporation's 1994 Incentive Stock Option Plan (the
"Plan").
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 Plan, 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,
/s/ Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 26, 2000 relating to the
financial statements of MasTec, Inc., which appear in MasTec, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1999.
/s/ PricewaterhouseCoopers, LLP
Miami, Florida
June 8, 2000
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., a subsidiaries.
/s/ Arthur Andersen
ARTHUR ANDERSEN
Madrid, Spain
June 8, 2000