AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 23, 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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COMFORT SYSTEMS USA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0526487
(STATE OF JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
777 POST OAK BOULEVARD, SUITE 500
HOUSTON, TEXAS 77056
(713) 830-9600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF REGISTRANTS
PRINCIPAL EXECUTIVE OFFICES)
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1998 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
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WILLIAM F. MURDY
CHIEF EXECUTIVE OFFICER
COMFORT SYSTEMS USA, INC.
777 POST OAK BOULEVARD, SUITE 500
HOUSTON, TEXAS 77056
(713) 830-9600
FAX: (713) 830-9696
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPY TO:
WILLIAM GEORGE, ESQ.
GENERAL COUNSEL
COMFORT SYSTEMS USA, INC.
777 POST OAK BOULEVARD, SUITE 500
HOUSTON, TEXAS 77056
(713) 830-9600
FAX: (713) 830-9696
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<TABLE>
<CAPTION>
AMOUNT MAXIMUM PROPOSED AMOUNT OF
TITLE OF TO BE OFFERING PRICE MAXIMUM AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) PER UNIT (2) OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock (par value $0.01 per share)(1) 600,000 $4.13 $2,478,000 $654.19
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</TABLE>
(1) Pursuant to Rule 416(a), this Registration Statement also registers such
indeterminate number of additional shares of Common Stock issuable in
connection with stock splits, share dividends or similar transactions.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee based on the average of the high and low sales prices for
the Common Stock as reported by the New York Stock Exchange on August 18,
2000.
<PAGE>
EXPLANATION STATEMENT
This registration statement is being filed to register additional
securities for issuance under the 1998 Employee Stock Purchase Plan pursuant to
General Instruction E of Form S-8. The contents of the Registrant's registration
statement on Form S-8, file no. 333-38011, and each of the documents
incorporated or deemed to be incorporated by reference thereby, are hereby
incorporated herein by reference.
EXHIBITS
4.1* Amendment to 1998 Employee Stock Purchase Plan
5.1* Opinion of William George, General Counsel, Comfort Systems USA, Inc.
23.1* Consent of Arthur Andersen LLP
23.2* Consent of William George (included in Exhibit 5.1)
24.1* Powers of Attorney (included on the signature page of this Registration
Statement)
* Filed herewith
2
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements of filing on Form S-8 and has duly authorized
this Registration Statement to be signed on its behalf by the undersigned, in
the City of Houston, State of Texas on August 18, 2000.
COMFORT SYSTEMS USA, INC.
By:/s/ WILLIAM F. MURDY,
William F. Murdy,
CHIEF EXECUTIVE OFFICER
We, the undersigned directors and officers of Comfort Systems USA, Inc.,
constitute and appoint William F. Murdy or William George, III , or either of
them, our true and lawful attorneys and agents, to do any and all acts and
things in our name and on our behalf in our capacities as directors and
officers, and to execute any and all instruments for us and in our names in the
capacities indicated below, which said attorneys and agents, or either of them,
may deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the filing of this
Registration Statement, including specifically without limitation, power and
authority to sign for any of us, in our names in the capacities indicated below,
any and all amendments hereto; and we do each hereby ratify and confirm all that
the said attorneys and agents, or either of them, shall 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/ WILLIAM F. MURDY Chairman of the Board and August 18, 2000
William F. Murdy Chief Executive Officer
/s/ J. GORDON BEITTENMILLER Senior Vice President, August 18, 2000
J. Gordon Beittenmiller Chief Financial Officer
and Director
(principal accounting and
financial officer)
3
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ GARY E. HESS Executive Vice President, August 18, 2000
Gary E. Hess Chief Operating Officer
and Director
/s/ ALFRED J. GIARDENELLI, JR. Director August 18, 2000
Alfred J. Giardenelli, Jr.
/s/ STEVEN S. HARTER Director August 18, 2000
Steven S. Harter
/s/ JOHN MERCADANTE, JR. Director August 18, 2000
John Mercadante, Jr.
/s/ ROBERT J. POWERS Director August 18, 2000
Robert J. Powers
/s/ DIANE D. SANDERS Director August 18, 2000
Diane D. Sanders
/s/ MARK P. SHAMBAUGH Director August 18, 2000
Mark P. Shambaugh
4
<PAGE>
EXHIBIT INDEX
4.1* Amendment to 1998 Employee Stock Purchase Plan
5.1* Opinion of William George, General Counsel, Comfort Systems USA, Inc.
23.1* Consent of Arthur Andersen LLP
23.2* Consent of William George (included in Exhibit 5.1)
24.1* Powers of Attorney (included on the signature page hereto of this
registration statement).
* Filed herewith
5
