<PAGE>
As filed with the Securities and Exchange Commission on August 3, 1998
Registration No. 333-_____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
GROUP MAINTENANCE AMERICA CORP.
(Exact name of registrant as specified in its charter)
TEXAS 76-0535259
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
------------
8 GREENWAY PLAZA, SUITE 1500
HOUSTON, TEXAS 77046
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
------------
GROUP MAINTENANCE AMERICA CORP. NON-QUALIFIED STOCK OPTION AGREEMENTS
(FULL TITLE OF THE PLAN)
------------
<TABLE>
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<S> <C>
RANDOLPH W. BRYANT Copy to:
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY Gary W. Orloff
8 GREENWAY PLAZA, SUITE 1500 Bracewell & Patterson, L.L.P.
HOUSTON, TEXAS 77046 711 Louisiana Street, Suite 2900
(713) 860-0100 Houston, Texas 77002-2781
(Name, address and telephone (713) 223-2900
number of agent for service)
</TABLE>
------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLES OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE(2)
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value 332,010 $19.16 $6,361,312 $1,877
==================================================================================================
(1) Represents the number of shares of Common Stock currently reserved for issuance under the
Registrant's stock option agreements referred to above (the "Plan"). This Registration
Statement shall also include an indeterminable number of additional shares of Common Stock
issuable pursuant to the antidilution provisions of the Plan.
(2) Calculated pursuant to Rule 457(h) and (c) solely for the purpose of calculating the registration
fee by reference to the average of the high and low sale prices of the Common Stock as reported
on the New York Stock Exchange, Inc. on July 24, 1998, which was $19.16, for an aggregate
offering price for such shares of $6,361,312.
==================================================================================================
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* The information required by Items 1 and 2 of Part I of Form S-8 is
omitted from this Registration Statement in accordance with the Note
to Part 1 of Form S-8 and Rule 428 promulgated under the Securities
Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Group Maintenance America Corp., a
Texas corporation (the "Company"), with the Securities and Exchange Commission
(the "Commission") are incorporated by reference into this Registration
Statement:
1. Annual Report on Form 10-K for the year ended
December 31, 1997;
2. Form 10-Q for the period ended March 31, 1998;
3. Current Reports on Form 8-K dated January 29, 1998,
May 22, 1998, and June 26, 1998, as amended; and
4. The description of the Common Stock contained in the
Company's Form 8-A dated November 4, 1997 (Registration No. 001-13565)
filed pursuant to Section 12(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, after the date of this Registration Statement
and prior to the filing of a post-effective amendment hereto which indicates
that all securities offered have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing such documents. Any
statement contained herein or in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed to constitute a
part of this Registration Statement, except as so modified or superseded.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock to which this Prospectus applies has
been passed upon by Randolph W. Bryant, Senior Vice President, General Counsel
and Secretary of the Company. The Company has been advised by Mr. Bryant that at
July 30, 1998, he beneficially owned 7,666 shares of Common Stock of the
Company (including 6,666 shares of Common Stock that may be purchased pursuant
to options exercisable within 60 days).
<PAGE>
Item 6. Indemnification of Directors and Officers.
Texas Business Corporation Act
Article 2.02-1.B of the Texas Business Corporation Act, as amended
(the "TBCA"), grants to a corporation the power to indemnify a person who was,
is or is threatened to be made a named defendant or respondent in a proceeding
because the person is or was a director against judgments, penalties (including
excise and similar taxes), fines, settlements and reasonable expenses actually
incurred in connection therewith, only if it is determined that the person (1)
conducted himself in good faith; (2) reasonably believed that (a) in the case of
conduct in his official capacity as a director of the corporation, his conduct
was in the corporation's best interests, and (b) in all other cases, his conduct
was at least not opposed to the corporation's best interest; and (3) in the case
of any criminal proceeding, he had no reasonable cause to believe that his
conduct was unlawful.
Article 2.02-1.C limits the allowable indemnification by providing
that, except to the extent permitted by Article 2.02-1.E, a director may not be
indemnified in respect of a proceeding in which the person was found liable (1)
on the basis that he improperly received a personal benefit, whether or not the
benefit resulted from an action taken in his official capacity, or (2) to the
corporation.
Article 2.02-1.D provides that the termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, be determinative that the
person to be indemnified did not act in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, and in
respect of any criminal action or proceeding, did not reasonably believe that
his conduct was lawful.
Article 2.02-1.E provides that if a director is found liable to the
corporation or is found liable on the basis that he improperly received a
personal benefit, the permissible indemnification (1) is limited to reasonable
expenses actually incurred by the person in connection with the proceeding, and
(2) shall not be made in respect of any proceeding in which the person shall
have been found liable for willful or intentional misconduct in the performance
of his duty to the corporation.
Article 2.02-1.H provides that a corporation shall indemnify a
director against reasonable expenses incurred by him in connection with a
proceeding in which he is a named defendant or respondent because he is or was a
director if he has been wholly successful, on the merits or otherwise, in the
defense of the proceeding.
Article 2.02-1.K provides that reasonable expenses incurred in
defending a civil or criminal action, suit or proceeding may be paid by the
Company in advance of the final disposition of such action, suit or proceeding
as authorized by the Board of Directors in the specific case on receipt of an
undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Company and the corporation receives a written affirmation by the
director of his good faith belief that he has met the standard of conduct
necessary for indemnification under the TBCA.
With respect to the officers of a corporation, Article 2.02-1.O of the
TBCA provides that a corporation may indemnify and advance expenses to an
officer of the corporation to the same extent that it may indemnify and advance
expenses to directors under Article 2.02-1.
Finally, Article 2.02-1.R provides that a corporation may purchase and
maintain insurance on behalf of any person who is or was a director or officer
against any liability asserted against him and incurred by him in such capacity,
whether or not the corporation would have the power to indemnify him against
that liability. The Company currently maintains policies providing such
insurance.
-3-
<PAGE>
Articles of Incorporation
Article VIII of the Company's Articles of Incorporation, as amended,
provides that a director of the Company shall not be liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the TBCA as the same exists or may hereafter be
amended.
Bylaws
Article 6 of the Bylaws of the Company, as amended, authorizes the
Company to indemnify any person (including its directors and officers) entitled
to indemnity under Texas law, to the fullest extent permitted by Texas law. In
addition, such provisions are not deemed exclusive of any other rights to which
any person may be entitled.
Item 8. Exhibits.
4.1* Specimen form of certificate for Common Stock (Exhibit 4.1 to
Amendment No. 2 to Registration Statement No. 333-34067, filed
October 10, 1997).
4.2* Articles of Incorporation of the Company, as amended (Exhibit 3.1 to
Amendment No. 3 to Registration Statement No. 333-34067, filed
October 17, 1997).
4.3* Bylaws of the Company, as amended (Exhibit 3.2 to Amendment No. 3 to
Registration Statement No. 333-34067, filed October 17, 1997).
5 Opinion and Consent of Randolph W. Bryant, Senior Vice President,
General Counsel and Secretary of the Company, as to the validity of
the Common Stock registered hereunder.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Randolph W. Bryant, Senior Vice President, General Counsel
and Secretary of the Company (included in the opinion filed as
Exhibit 5 hereto).
24 Powers of Attorney.
_______________
* Incorporated herein by reference as indicated
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, 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;
(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 this registration statement;
-4-
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in
paragraphs (1)(i) and (1)(ii) above 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 Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment should 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) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 Act and will
be governed by the final adjudication of such issue.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonably grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 3rd day of
August, 1998.
GROUP MAINTENANCE AMERICA CORP.
(Registrant)
By: /s/ J. PATRICK MILLINOR, JR
__________________________________
J. Patrick Millinor, Jr.
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE INDICATED CAPACITIES ON AUGUST 3, 1998.
<TABLE>
<CAPTION>
<S> <C>
Signature Title
JAMES P. NORRIS* Director and Chairman of the Board
- ------------------------------
James P. Norris
/s/ J. PATRICK MILLINOR, JR. Director and Chief Executive Officer
- ------------------------------ (principal executive officer)
J. Patrick Millinor, Jr.
/s/ DARREN B. MILLER Executive Vice President--Chief Financial Officer
- ------------------------------ (principal financial officer)
Darren B. Miller
/s/ DANIEL W. KIPP Senior Vice President and Controller
- ------------------------------ (principal accounting officer)
Daniel W. Kipp
DONALD L. LUKE* Director, President and Chief Operating Officer
- ------------------------------
Donald L. Luke
CHESTER J. JACHIMIEC* Director and Executive Vice President-Acquisitions
- ------------------------------
Chester J. Jachimiec
RONALD D. BRYANT* Director
- ------------------------------
Ronald D. Bryant
DAVID L. HENNINGER* Director
- ------------------------------
David L. Henninger
TIMOTHY JOHNSTON* Director
- ------------------------------
Timothy Johnston
ANDREW J. KELLY* Director
- ------------------------------
Andrew J. Kelly
</TABLE>
-6-
<PAGE>
THOMAS B. MCDADE* Director
- ------------------------------
Thomas B. McDade
LUCIAN L. MORRISON* Director
- ------------------------------
Lucian L. Morrison
FREDRIC J. SIGMUND* Director
- ------------------------------
Fredric J. Sigmund
JOHN M. SULLIVAN* Director
- ------------------------------
John M. Sullivan
JAMES D. WEAVER* Director
- ------------------------------
James D. Weaver
*By: /s/ RANDOLPH W. BRYANT
--------------------------
Randolph W. Bryant
(Attorney-in-fact for persons indicated)
-7-
<PAGE>
INDEX TO EXHIBITS
SEQUENTIALLY
NUMBERED PAGE
-------------
4.1* Specimen form of certificate for Common Stock
(Exhibit 4.1 to Amendment No. 2 to Registration
Statement No. 333-34067, filed October 10, 1997).
4.2* Articles of Incorporation of the Company, as amended
(Exhibit 3.1 to Amendment No. 3 to Registration Statement
No. 333-34067, filed October 17, 1997).
4.3* Bylaws of the Company, as amended (Exhibit 3.2 to
Amendment No. 3 to Registration Statement No. 333-34067,
filed October 17, 1997).
5 Opinion and Consent of Randolph W. Bryant, Senior Vice President,
General Counsel and Secretary of the Company, as to the validity
of the Common Stock registered hereunder.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Randolph W. Bryant, Senior Vice President, General
Counsel and Secretary of the Company (included in the opinion
filed as Exhibit 5 hereto).
24 Powers of Attorney.
_______________
* Incorporated herein by reference as indicated
<PAGE>
[GROUPMAC LETTERHEAD APPEARS HERE]
August 3, 1997
Group Maintenance America Corp.
8 Greenway Plaza, Suite 1500
Houston, Texas 77046
Re: Group Maintenance America Corp. Nonqualified Stock Option Agreements
Ladies and Gentlemen:
As Senior Vice President and General Counsel of Group Maintenance
America Corp. (the "Company"), I have acted as counsel to the Company in
connection with the Registration Statement on Form S-8 (the "Registration
Statement") being filed under the Securities Act of 1933, as amended (the
"Act"), on or about the date of this letter to register shares of common stock,
par value $0.001 per share (the "Shares"), of the Company which may from time to
time be offered and sold by the Company in connection with the exercise of
options granted by the Company pursuant to several Nonqualified Stock Option
Agreements. I am familiar with the Registration Statement and the Exhibits
thereto. I have also examined originals or copies, certified or otherwise, of
such other documents, evidence of corporate action and instruments as I have
deemed necessary or advisable for the purpose of rendering this opinion. As to
questions of fact relevant to this opinion, I have relied upon certificates or
written statements from officers and other appropriate representatives of the
Company and its subsidiaries or public officials. In all such examinations I
have assumed the genuineness of all signatures, the authority to sign and the
authenticity of all documents submitted as originals. I have also assumed the
conformity of originals of all documents submitted as copies.
Based upon and subject to the foregoing, I am of the opinion that the
Shares that will be issued under the Option Agreements have been duly authorized
and, when issued pursuant to and in accordance with the Option Agreements, will
be legally issued, fully paid and non-assessable.
I hereby consent to the use of my name in the Registration Statement and
to the filing, as an exhibit to the Registration Statement, of this opinion. In
giving this consent, I do not hereby admit that I am in the category of persons
whose consent is required under Section 7 of the Act, or the rules and
regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Randolph W. Bryant
<PAGE>
EXHIBIT 23.1
The Board of Directors
Group Maintenance America Corp.:
We consent to the use of our reports incorporated herein by reference.
KPMG Peat Marwick LLP
Houston, Texas
August 3, 1998
<PAGE>
GROUP MAINTENANCE AMERICA CORP.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Group Maintenance
America Corp., a Texas corporation (the "Company"), does hereby appoint Randolph
W. Bryant and Darren B. Miller, and each of them, severally, his true and lawful
attorneys, or attorney, to execute in his name, place and stead, in his capacity
as a Director of the Company, a Registration Statement on Form S-8 for the
registration of 332,010 shares of the Company's common stock, par value $.001
per share, which may be offered by the Company in connection with stock options
granted by the Company in connection with the acquisition of certain businesses
and any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission, granting to
each of said attorneys the full power and authority to do and perform, with or
without the other of said attorneys, in the name and on behalf of the
undersigned, in any and all capacities, every lawful act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the lawful acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of July, 1998.
/s/ Ronald D. Bryant
--------------------------------
Ronald D. Bryant
<PAGE>
GROUP MAINTENANCE AMERICA CORP.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Group Maintenance
America Corp., a Texas corporation (the "Company"), does hereby appoint Randolph
W. Bryant and Darren B. Miller, and each of them, severally, his true and lawful
attorneys, or attorney, to execute in his name, place and stead, in his capacity
as a Director of the Company, a Registration Statement on Form S-8 for the
registration of 332,010 shares of the Company's common stock, par value $.001
per share, which may be offered by the Company in connection with stock options
granted by the Company in connection with the acquisition of certain businesses
and any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission, granting to
each of said attorneys the full power and authority to do and perform, with or
without the other of said attorneys, in the name and on behalf of the
undersigned, in any and all capacities, every lawful act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the lawful acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of July, 1998.
/s/ David L. Henninger
--------------------------------
David L. Henninger
<PAGE>
GROUP MAINTENANCE AMERICA CORP.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Group Maintenance
America Corp., a Texas corporation (the "Company"), does hereby appoint Randolph
W. Bryant and Darren B. Miller, and each of them, severally, his true and lawful
attorneys, or attorney, to execute in his name, place and stead, in his capacity
as a Director of the Company, a Registration Statement on Form S-8 for the
registration of 332,010 shares of the Company's common stock, par value $.001
per share, which may be offered by the Company in connection with stock options
granted by the Company in connection with the acquisition of certain businesses
and any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission, granting to
each of said attorneys the full power and authority to do and perform, with or
without the other of said attorneys, in the name and on behalf of the
undersigned, in any and all capacities, every lawful act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the lawful acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of July, 1998.
/s/ Chester J. Jachimiec
--------------------------------
Chester J. Jachimiec
<PAGE>
GROUP MAINTENANCE AMERICA CORP.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Group Maintenance
America Corp., a Texas corporation (the "Company"), does hereby appoint Randolph
W. Bryant and Darren B. Miller, and each of them, severally, his true and lawful
attorneys, or attorney, to execute in his name, place and stead, in his capacity
as a Director of the Company, a Registration Statement on Form S-8 for the
registration of 332,010 shares of the Company's common stock, par value $.001
per share, which may be offered by the Company in connection with stock options
granted by the Company in connection with the acquisition of certain businesses
and any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission, granting to
each of said attorneys the full power and authority to do and perform, with or
without the other of said attorneys, in the name and on behalf of the
undersigned, in any and all capacities, every lawful act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the lawful acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of July, 1998.
/s/ Timothy Johnston
--------------------------------
Timothy Johnston
<PAGE>
GROUP MAINTENANCE AMERICA CORP.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Group Maintenance
America Corp., a Texas corporation (the "Company"), does hereby appoint Randolph
W. Bryant and Darren B. Miller, and each of them, severally, his true and lawful
attorneys, or attorney, to execute in his name, place and stead, in his capacity
as a Director of the Company, a Registration Statement on Form S-8 for the
registration of 332,010 shares of the Company's common stock, par value $.001
per share, which may be offered by the Company in connection with stock options
granted by the Company in connection with the acquisition of certain businesses
and any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission, granting to
each of said attorneys the full power and authority to do and perform, with or
without the other of said attorneys, in the name and on behalf of the
undersigned, in any and all capacities, every lawful act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the lawful acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of July, 1998.
/s/ Andrew J. Kelly
--------------------------------
Andrew J. Kelly
<PAGE>
GROUP MAINTENANCE AMERICA CORP.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Group Maintenance
America Corp., a Texas corporation (the "Company"), does hereby appoint Randolph
W. Bryant and Darren B. Miller, and each of them, severally, his true and lawful
attorneys, or attorney, to execute in his name, place and stead, in his capacity
as a Director of the Company, a Registration Statement on Form S-8 for the
registration of 332,010 shares of the Company's common stock, par value $.001
per share, which may be offered by the Company in connection with stock options
granted by the Company in connection with the acquisition of certain businesses
and any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission, granting to
each of said attorneys the full power and authority to do and perform, with or
without the other of said attorneys, in the name and on behalf of the
undersigned, in any and all capacities, every lawful act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the lawful acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of July, 1998.
/s/ Donald L. Luke
--------------------------------
Donald L. Luke
<PAGE>
GROUP MAINTENANCE AMERICA CORP.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Group Maintenance
America Corp., a Texas corporation (the "Company"), does hereby appoint Randolph
W. Bryant and Darren B. Miller, and each of them, severally, his true and lawful
attorneys, or attorney, to execute in his name, place and stead, in his capacity
as a Director of the Company, a Registration Statement on Form S-8 for the
registration of 332,010 shares of the Company's common stock, par value $.001
per share, which may be offered by the Company in connection with stock options
granted by the Company in connection with the acquisition of certain businesses
and any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission, granting to
each of said attorneys the full power and authority to do and perform, with or
without the other of said attorneys, in the name and on behalf of the
undersigned, in any and all capacities, every lawful act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the lawful acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of July, 1998.
/s/ Thomas B. McDade
--------------------------------
Thomas B. McDade
<PAGE>
GROUP MAINTENANCE AMERICA CORP.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Group Maintenance
America Corp., a Texas corporation (the "Company"), does hereby appoint Randolph
W. Bryant and Darren B. Miller, and each of them, severally, his true and lawful
attorneys, or attorney, to execute in his name, place and stead, in his capacity
as a Director of the Company, a Registration Statement on Form S-8 for the
registration of 332,010 shares of the Company's common stock, par value $.001
per share, which may be offered by the Company in connection with stock options
granted by the Company in connection with the acquisition of certain businesses
and any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission, granting to
each of said attorneys the full power and authority to do and perform, with or
without the other of said attorneys, in the name and on behalf of the
undersigned, in any and all capacities, every lawful act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the lawful acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of July, 1998.
/s/ Lucian L. Morrison
--------------------------------
Lucian L. Morrison
<PAGE>
GROUP MAINTENANCE AMERICA CORP.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Group Maintenance
America Corp., a Texas corporation (the "Company"), does hereby appoint Randolph
W. Bryant and Darren B. Miller, and each of them, severally, his true and lawful
attorneys, or attorney, to execute in his name, place and stead, in his capacity
as a Director of the Company, a Registration Statement on Form S-8 for the
registration of 332,010 shares of the Company's common stock, par value $.001
per share, which may be offered by the Company in connection with stock options
granted by the Company in connection with the acquisition of certain businesses
and any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission, granting to
each of said attorneys the full power and authority to do and perform, with or
without the other of said attorneys, in the name and on behalf of the
undersigned, in any and all capacities, every lawful act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the lawful acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of July, 1998.
/s/ James P. Norris
--------------------------------
James P. Norris
<PAGE>
GROUP MAINTENANCE AMERICA CORP.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Group Maintenance
America Corp., a Texas corporation (the "Company"), does hereby appoint Randolph
W. Bryant and Darren B. Miller, and each of them, severally, his true and lawful
attorneys, or attorney, to execute in his name, place and stead, in his capacity
as a Director of the Company, a Registration Statement on Form S-8 for the
registration of 332,010 shares of the Company's common stock, par value $.001
per share, which may be offered by the Company in connection with stock options
granted by the Company in connection with the acquisition of certain businesses
and any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission, granting to
each of said attorneys the full power and authority to do and perform, with or
without the other of said attorneys, in the name and on behalf of the
undersigned, in any and all capacities, every lawful act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the lawful acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of July, 1998.
/s/ Fredric J. Sigmund
--------------------------------
Fredric J. Sigmund
<PAGE>
GROUP MAINTENANCE AMERICA CORP.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Group Maintenance
America Corp., a Texas corporation (the "Company"), does hereby appoint Randolph
W. Bryant and Darren B. Miller, and each of them, severally, his true and lawful
attorneys, or attorney, to execute in his name, place and stead, in his capacity
as a Director of the Company, a Registration Statement on Form S-8 for the
registration of 332,010 shares of the Company's common stock, par value $.001
per share, which may be offered by the Company in connection with stock options
granted by the Company in connection with the acquisition of certain businesses
and any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission, granting to
each of said attorneys the full power and authority to do and perform, with or
without the other of said attorneys, in the name and on behalf of the
undersigned, in any and all capacities, every lawful act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the lawful acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of July, 1998.
/s/ John M. Sullivan
--------------------------------
John M. Sullivan
<PAGE>
GROUP MAINTENANCE AMERICA CORP.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Group Maintenance
America Corp., a Texas corporation (the "Company"), does hereby appoint Randolph
W. Bryant and Darren B. Miller, and each of them, severally, his true and lawful
attorneys, or attorney, to execute in his name, place and stead, in his capacity
as a Director of the Company, a Registration Statement on Form S-8 for the
registration of 332,010 shares of the Company's common stock, par value $.001
per share, which may be offered by the Company in connection with stock options
granted by the Company in connection with the acquisition of certain businesses
and any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission, granting to
each of said attorneys the full power and authority to do and perform, with or
without the other of said attorneys, in the name and on behalf of the
undersigned, in any and all capacities, every lawful act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the lawful acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of July, 1998.
/s/ James D. Weaver
--------------------------------
James D. Weaver
