GROUP MAINTENANCE AMERICA CORP, S-8, 1998-07-07

GROUP MAINTENANCE AMERICA CORP
S-8, 1998-07-07
CONSTRUCTION - SPECIAL TRADE CONTRACTORS

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<PAGE>

As filed with the Securities and Exchange Commission on July 7, 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)

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)

---------------------

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, 368,800 $18.0625 $6,661,450 $1,966
$0.001 par value
==================================================================================================================================
</TABLE>
(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 6, 1998, which was $18.0625, for an aggregate
offering price for such shares of $6,661,450.
<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; 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 6, 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;

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<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.

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<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 7th day of July,
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 July 7, 1998.

Signature Title
--------- -----

JAMES P. NORRIS* Director and Chairman of the Board
- -----------------------------
James P. Norris

/s/ J. Patrick Millinor, Jr.
- ----------------------------- Director and Chief Executive Officer
J. Patrick Millinor, Jr. (principal executive officer)

/s/ DARREN B. MILLER
- ----------------------------- Senior Vice President--Chief
Darren B. Miller Financial Officer
(principal financial officer)

/s/ DANIEL W. KIPP
- ----------------------------- Vice President and Controller
Daniel W. Kipp (principal accounting officer)

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

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<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)

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<PAGE>

INDEX TO EXHIBITS

Sequentially
Numbered Page

<S> <C>

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

</TABLE>

<PAGE>

EXHIBIT 5

July 7, 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
July 7, 1998

<PAGE>

EXHIBIT 24