<PAGE>
As filed with the Securities and Exchange Commission on May 12, 1999
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)
---------------------
GROUPMAC EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
---------------------
RANDOLPH W. BRYANT
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
8 GREENWAY PLAZA, SUITE 1500
HOUSTON, TEXAS 77046
(713) 860-0100
(Name, address and telephone
number, including area code, 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(1) REGISTERED PER SHARE (2) PRICE (2) FEE
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock, 1,000,000 $14.00 $14,000,000 $3,892
$0.001 par value
=============================================================================================================================
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement shall be deemed to cover
such additional shares of the Registrant's common stock as may become
issuable pursuant to the antidilution provisions of the GroupMAC Employee
Stock Purchase Plan.
(2) Estimated in accordance with Rule 457(c) and (h) under the Securities Act
solely for the purpose of calculating the registration fee and based on the
average of the high and low sale prices of the Common Stock as reported on
the New York Stock Exchange on May 10, 1999.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The documents containing the employee benefit plan information required
by Item 1 of Form S-8 and the statement of availability of registrant
information and any other information required by Item 2 of Form S-8 will be
sent or given to participants as specified by Rule 428 under the Securities Act.
In accordance with Rule 428 and the requirements of Part I of Form S-8, those
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act. The
registrant will maintain a file of such documents in accordance with the
provisions of Rule 428. On request, the registrant will furnish to the
Commission or its staff a copy or copies of all of the documents included in
that file.
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 Commission pursuant to the Securities Act
and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference into this Registration Statement:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1998, as amended by Form 10-K/A filed on March 31, 1999;
2. The Company's Current Reports on Form 8-K dated January 5, 1999,
January 19, 1999, April 16, 1999, and May 10, 1999; and
3. The description of the Company's common stock, par value $.001 per
share ("Common Stock"), contained in the Company's Registration Statement
on Form 8-A, as originally filed with the Commission on November 4, 1997.
All documents filed by the Company or the GroupMAC Employee Stock Purchase
Plan (the "Plan") pursuant to Section 13(a), 13(c), 14 or 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
hereby 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 in this Registration Statement, in an amendment
hereto or in any document 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 subsequently filed amendment to this
Registration Statement or any document that is subsequently incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.
Item 4. Description of Securities.
Not Applicable.
1
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock to which this Registration Statement
relates 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, as of April 1, 1999, he beneficially owned 27,657 shares of
Common Stock of the Company (including 26,657 shares of Common Stock that may be
purchased pursuant to options exercisable within 60 days).
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 of the TBCA limits the allowable indemnification by
providing that, except to the extent permitted by Article 2.02-1.E of the TBCA,
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 of the TBCA provides that the termination of a proceeding
by judgment, order, settlement or conviction, or on 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
unlawful.
Article 2.02-1.E of the TBCA 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 of the TBCA 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 of the TBCA provides that reasonable expenses incurred by
a director who was, is, or is threatened to be made a defendant or respondent in
a proceeding may be paid by the Company in advance of the final disposition of
such proceeding as authorized by the Board of Directors in the specific case on
receipt of a written 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.
2
<PAGE>
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 of the TBCA.
Article 2.02-1.R of the TBCA 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.
Articles of Incorporation
Article VIII of the Company's Articles of Incorporation, as amended,
provides that, to the greatest extent permitted by applicable law, a director of
the Company shall not be liable to the Company or its stockholders for monetary
damages for an act or omission in the director's capacity as a director, except
for liability for (i) a breach of a director's duty of loyalty to the Company or
its shareholders; (ii) an act or omission not in good faith that constitutes a
breach of duty of the director to the Company or that involves intentional
misconduct or a knowing violation of the law; (iii) a transaction from which a
director received an improper benefit, whether or not the benefit resulted from
an action taken within the scope of the director's office; (iv) an act or
omission for which the liability of a director is expressly provided for by
statute; or (v) an act related to an unlawful stock repurchase or unlawful
payment of a dividend.
Bylaws
Article 6 of the Bylaws of the Company, as amended, authorizes the Company
to indemnify each person who was or is made a party or is threatened to be made
a party to or is otherwise involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative, arbitrative
or investigative, any appeal in such action, suit or proceeding, and any inquiry
or investigation that would lead to such action, suit or proceeding (hereinafter
a "proceeding"), by reason of the fact that he or she, or a person of whom he or
she is the legal representative, is or was a director or officer of the Company
or is or was serving at the request of the Company as a director or officer of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan, whether
the basis of such proceeding is alleged action in an official capacity as a
director or officer or in any other capacity while serving as a director or
officer, to the fullest extent permitted by Texas law.
Insurance
The Company has obtained a policy of liability insurance to insure its
directors and officers against losses resulting from certain acts committed by
them in their capacities as directors and officers of the Company.
Indemnification Agreements
The Company has entered into an employment agreement with each of its
executive officers pursuant to which the Company has agreed to indemnify, to the
extent provided in the Company's Bylaws, such persons with respect to matters
relating to his services as a director or officer of the Company.
The above discussion of the Company's Articles of Incorporation, Bylaws,
the Plan, the Company's employment agreements and Section 2.02-1 of the TBCA is
intended to be only a summary and is qualified in its entirety by the full text
of each of the foregoing.
3
<PAGE>
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following documents are filed as a part of this Registration Statement
or incorporated by reference herein:
4.1* Specimen form of certificate for Common Stock (incorporated by reference
to Exhibit 4.1 to the Company's Registration Statement on Form S-1
(Registration No. 333-34067), as amended).
4.2* Articles of Incorporation of the Company, as amended (incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on Form
S-1 (Registration No. 333-34067), as amended).
4.3* Bylaws of the Company, as amended (incorporated by reference to Exhibit
3.2 to the Company's annual report on Form 10-K for the year ended
December 31, 1998, File No. 1-13565).
4.4 The GroupMAC Employee Stock Purchase Plan.
5 Opinion of Randolph W. Bryant.
23.1 Consent of KPMG LLP.
23.2 Consent of Randolph W. Bryant (included in Exhibit 5).
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, 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; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) of the
Securities Act of 1933 if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the
4
<PAGE>
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(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 (a)(1)(i)
and (a)(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) The undersigned registrant hereby undertakes 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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 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 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 Houston, State of Texas, on the 12th day of May,
1999.
GROUP MAINTENANCE AMERICA CORP.
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 HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON MAY 12, 1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
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 and Chief Financial
- ------------------------------- Officer (principal financial officer)
Darren B. Miller
/s/ DANIEL W. KIPP Senior Vice President and Corporate 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
DAVID L. HENNINGER* Director
- -------------------------------
David L. Henninger
TIMOTHY JOHNSTON* Director
- -------------------------------
Timothy Johnston
ANDREW J. KELLY* Director
- -------------------------------
Andrew J. Kelly
THOMAS B. MCDADE* Director
- -------------------------------
Thomas B. McDade
</TABLE>
6
<PAGE>
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
WILLIAM M. WITZ* Director
- --------------------------------
William M. Witz
*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 (incorporated by reference
to Exhibit 4.1 to the Company's Registration Statement on Form S-1
(Registration No. 333-34067), as amended).
4.2* Articles of Incorporation of the Company, as amended (incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on Form
S-1 (Registration No. 333-34067), as amended).
4.3* Bylaws of the Company, as amended (incorporated by reference to Exhibit
3.2 to the Company's annual report on Form 10-K for the year ended
December 31, 1998, File No. 1-13565).
4.4 The GroupMAC Employee Stock Purchase Plan.
5 Opinion of Randolph W. Bryant.
23.1 Consent of KPMG LLP.
23.2 Consent of Randolph W. Bryant (included in Exhibit 5).
24 Powers of Attorney.
_______________
* Incorporated herein by reference as indicated
8
<PAGE>
EXHIBIT 4.4
GROUPMAC EMPLOYEE STOCK PURCHASE PLAN
(Effective July 1, 1999)
1. Purpose
The GroupMAC Employee Stock Purchase Plan (the "Plan") is designed to
encourage and assist all employees of Group Maintenance America Corp.
("GroupMAC") and its Subsidiaries (as defined in Section 4) (hereinafter
collectively referred to as the "Company"), where permitted by applicable laws
and regulations, to acquire an equity interest in GroupMAC through the
purchase of shares of common stock, $.001 par value, of GroupMAC ("Common
Stock"). It is intended that this Plan shall constitute an "employee stock
purchase plan" within the meaning of Section 423 of the Internal Revenue Code
of 1986, as amended (the "Code").
2. Administration of the Plan
The Plan shall be administered and interpreted by the Compensation Committee
(the "Committee") of the Board of Directors of GroupMAC (the "Board"). The
Committee shall supervise the administration and enforcement of the Plan
according to its terms and provisions and shall have all powers necessary to
accomplish these purposes and discharge its duties hereunder including, but
not by way of limitation, the power to (i) employ and compensate agents of the
Committee for the purpose of administering the accounts of participating
employees; (ii) construe or interpret the Plan; (iii) determine all questions
of eligibility; and (iv) compute the amount and determine the manner and time
of payment of all benefits according to the Plan.
3. Nature and Number of Shares
The Common Stock subject to issuance under the terms of the Plan shall be
shares of GroupMAC's authorized but unissued shares, previously issued shares
reacquired and held by GroupMAC or shares purchased on the open market. The
aggregate number of shares which may be issued under the Plan shall not exceed
1,000,000 shares of Common Stock. All shares purchased under the Plan,
regardless of source, shall be counted against the 1,000,000 share limitation.
In the event of any reorganization, stock split, reverse stock split, stock
dividend, combination of shares, merger, consolidation, offering of rights or
other similar change in the capital structure of GroupMAC, the Committee may
make such adjustment, if any, as it deems appropriate in the number, kind and
purchase price of the shares available for purchase under the Plan and in the
maximum number of shares which may be issued under the Plan, subject to the
approval of the Board and in accordance with Section 19.
4. Eligibility Requirements
Each Employee (as hereinafter defined), except as described in the next
following paragraph, shall become eligible to participate in the Plan in
accordance with Section 5 on the first Enrollment Date (as defined therein)
following employment by the Company. Participation in the Plan is voluntary.
The following Employees are not eligible to participate in the Plan:
(i) Employees who would, immediately upon enrollment in the Plan, own
directly or indirectly, or hold options or rights to acquire, an aggregate
of five percent or more of the total combined voting power or value of all
outstanding shares of all classes of GroupMAC or any Subsidiary (in
determining stock ownership of an individual, the rules of Section 424(d)
of the Code shall be applied, and the Committee may rely on representations
of fact made to it by the Employee and believed by it to be true);
(ii) Employees who are customarily employed by the Company less than 20
hours per week or less than 5 months in any calendar year; and
1
<PAGE>
(iii) Employees who have not completed at least 90 days of service with
the Company as of an Enrollment Date.
"Employee" means any individual employed full-time by GroupMAC or any
Subsidiary. "Subsidiary" means any corporation (a) which is in an unbroken
chain of corporations beginning with GroupMAC if, on or after the Effective
Date, each of the corporations other than the last corporation in the chain
owns stock possessing fifty percent (50%) or more of the total combined voting
power of all classes of stock in one of the other corporations in the chain
and (b) which has not been excluded from Plan participation by action of the
Committee.
5. Enrollment
Each eligible Employee of GroupMAC or any Subsidiary as of July 1, 1999 (the
"Effective Date") may enroll in the Plan as of the Effective Date. Each other
eligible Employee of GroupMAC or a participating Subsidiary who thereafter
becomes eligible to participate may enroll in the Plan on the first to occur
of January 1 or July 1 following the date he first meets the eligibility
requirements of Section 4. Any eligible Employee not enrolling in the Plan
when first eligible may enroll in the Plan on any subsequent January 1 or July
1. Any eligible Employee may enroll or re-enroll in the Plan on the dates
hereinabove prescribed or such other specific dates established by the
Committee from time to time ("Enrollment Dates"). In order to enroll, an
eligible Employee must complete, sign and submit the appropriate form to the
person designated by the Committee.
6. Method of Payment
Payment for shares is to be made as of the applicable Purchase Date (as
defined in Section 9) through payroll deductions on an after-tax basis (with
no right of prepayment) over the Plan's designated purchase period (the
"Purchase Period"), with the first such deduction commencing with the first
payroll period ending after the Enrollment Date. Each Purchase Period under
the Plan shall be a period of six calendar months beginning on each January 1
and ending on the following June 30 and on each July 1 and ending on the
following December 31 or such other period as the Committee may prescribe.
Each participating Employee (hereinafter referred to as a "Participant") will
authorize such deductions from his pay for each month during the Purchase
Period and such amounts will be deducted in conformity with his employer's
payroll deduction schedule.
Each Participant may elect to make contributions each pay period in amounts
not less than $10, not to exceed an annual contribution equal to ten percent
of the Participant's base salary (or such other dollar amounts as the
Committee may establish from time to time before an Enrollment Date for all
purchases to occur during the relevant Purchase Period). In establishing other
dollar amounts of permitted contributions, the Committee may take into account
the Maximum Share Limitation (as defined in Section 8). The rate of
contribution shall be designated by the Participant in the enrollment form.
A Participant may elect to increase or decrease the rate of contribution
effective as of the first day of the Purchase Period by giving prior written
notice to the person designated by the Committee on the appropriate form. A
Participant may not elect to increase or decrease the rate of contribution
during a Purchase Period. A Participant may suspend payroll deductions at any
time during the Purchase Period, by giving prior written notice to the person
designated by the Committee on the appropriate form. If a Participant elects
to suspend his payroll deductions, such Participant's account will be used to
purchase stock at the end of the Purchase Period. A Participant may also elect
to withdraw his entire contributions for the current Purchase Period in
accordance with Section 8, by giving prior written notice to the person
designated by the Committee on the appropriate form. Any Participant who
withdraws his contributions will receive, as soon as practicable, his entire
account balance. Any Participant who suspends payroll deductions or withdraws
contributions during any Purchase Period cannot resume payroll deductions
during such Purchase Period and must re-enroll in the Plan in order to
participate in the next Purchase Period.
Except in case of cancellation of election to purchase, death, resignation
or other terminating event, the amount in a Participant's account at the end
of the Purchase Period will be applied to the purchase of the shares.
2
<PAGE>
7. Crediting of Contributions and Payment of Dividends
Contributions shall be credited to a Participant's account as soon as
administratively feasible after payroll withholding. Any such contributions
shall be deposited in or held by a bank or financial institution designated by
the Committee for this purpose (the "Custodian"). Dividends on shares held in
a Participant's account in the Plan will be paid directly to such Participant.
Interest will not be credited to a Participant's account.
8. Grant of Right to Purchase Shares on Enrollment
Enrollment in the Plan by an eligible Employee on an Enrollment Date will
constitute the grant by the Company to the Participant of the right to
purchase shares of Common Stock under the Plan. Re-enrollment by a Participant
in the Plan will constitute a grant by the Company to the Participant of a new
opportunity to purchase shares on the Enrollment Date on which such re-
enrollment occurs. A Participant who has not (a) terminated employment, (b)
withdrawn his contributions from the Plan, or (c) notified the Company in
writing, by such date as the Committee shall establish (which date shall not
be later than June 1 or December 1, as applicable), of his election to
withdraw his payroll deductions as of the applicable of June 30 or December 31
will have shares of Common Stock purchased for him on the applicable Purchase
Date, and he will automatically be re-enrolled in the Plan on the Enrollment
Date immediately following the Purchase Date on which such purchase has
occurred, unless each Participant notifies the person designated by the
Committee on the appropriate form that he elects not to re-enroll.
Each right to purchase shares of Common Stock under the Plan during a
Purchase Period shall have the following terms:
(i) the right to purchase shares of Common Stock during a particular
Purchase Period shall expire on the earlier of: (A) the completion of the
purchase of shares on the Purchase Date occurring in the Purchase Period,
or (B) the date on which participation of such Participant in the Plan
terminates for any reason;
(ii) payment for shares purchased will be made only through payroll
withholding in accordance with Sections 6 and 7;
(iii) purchase of shares will be accomplished only in accordance with
Section 9;
(iv) the price per share will be determined as provided in Section 9;
(v) the right to purchase shares (taken together with all other such
rights then outstanding under this Plan and under all other similar stock
purchase plans of GroupMAC or any Subsidiary) will in no event give the
Participant the right to purchase a number of shares during a calendar year
in excess of the number of shares of Common Stock derived by dividing
$25,000 by the fair market value of the Common Stock (the "Maximum Share
Limitation") on the applicable Grant Date determined in accordance with
Section 9;
(vi) shares purchased under this Plan may not be sold within one year of
the Purchase Date, or such longer period as may be required under
applicable insider trading or other securities laws and regulations unless
the Committee, in its sole discretion, waives this requirement to the
extent permissible under such applicable laws and regulations; and
(vii) the right to purchase shares will in all respects be subject to the
terms and conditions of the Plan, as interpreted by the Committee, in its
sole discretion, from time to time.
9. Purchase of Shares
The right to purchase shares of Common Stock granted by the Company under
the Plan is for the term of a Purchase Period. The fair market value of the
Common Stock ("Fair Market Value") to be purchased during such Purchase Period
will be the average of the high and low sales price per share of the Common
Stock as reported on the New York Stock Exchange on the first trading day of
the calendar month of January or July, as applicable, or such other trading
date designated by the Committee (the "Grant Date"). The Fair Market Value of
the Common Stock will again be determined in the same manner on the last
trading day of the calendar month
3
<PAGE>
of June or December, as applicable, or such other trading date designated by
the Committee (the "Purchase Date"); however, in no event shall the Committee,
in the exercise of its discretion, designate a Purchase Date beyond 27 months
from the related Enrollment Date or otherwise fail to meet the requirements of
Section 423(b)(7) of the Code. These dates constitute the date of grant and
the date of exercise for valuation purposes of Section 423 of the Code.
As of the Purchase Date, the Committee shall apply the funds then credited
to each Participant's account to the purchase of whole and fractional shares
of Common Stock. The cost to the Participant for the shares purchased during a
Purchase Period shall be the lower of:
(i) eighty-five percent of the Fair Market Value of Common Stock on the
Grant Date; or
(ii) eighty-five percent of the Fair Market Value of Common Stock on the
Purchase Date.
GroupMAC will deliver certificates evidencing shares purchased to the
Custodian or to any other bank or financial institution designated by the
Committee for this purpose as soon as administratively feasible after the
Purchase Date. Notwithstanding the foregoing, Participants shall be treated as
the owners of their shares effective as of the Purchase Date. Shares that are
held by the Custodian or any other designated bank or financial institution
shall be held in book entry form. If for any reason the purchase of shares
with a Participant's contributions to the Plan exceeds or would exceed the
Maximum Share Limitation, such excess amounts shall be refunded to the
Participant as soon as practicable after such excess has been determined to
exist.
If as of any Purchase Date the shares authorized for purchase under the Plan
are exceeded, enrollments shall be reduced proportionately to eliminate the
excess. Any funds that cannot be applied to the purchase of shares due to
excess enrollment shall be refunded as soon as administratively feasible. The
Committee in its discretion may also provide that excess enrollments may be
carried over to the next Purchase Period under this Plan or any successor plan
according to the regulations set forth under Section 423 of the Code.
10. Manner of Withdrawal
A Participant may elect to withdraw at any time (without withdrawing from
participation in the Plan), and to receive a certificate for, the number of
shares which have been held in his account for at least one year after such
shares were purchased, by giving notice to the person designated by the
Committee on the appropriate form. Upon receipt of such notice from the person
designated by the Committee, the Custodian, bank or other financial
institution designated by the Committee for this purpose will arrange for the
issuance and delivery of such shares held in the Participant's account as soon
as administratively feasible.
This one-year holding requirement may be waived by the Committee, in its
sole discretion. Until such certificates are distributed to the Participant,
the Participant will not be permitted to transfer ownership of the
certificates except as contemplated by Section 14 of the Plan.
11. Termination of Participation
The right to participate in the Plan terminates immediately when a
Participant ceases to be employed by the Company for any reason whatsoever
(including death, unpaid disability or when the Participant's employer ceases
to be a Subsidiary) or the Participant otherwise becomes ineligible.
Participation also terminates immediately when the Participant voluntarily
withdraws his contributions from the Plan. A Participant whose participation
in the Plan has not terminated or has not suspended his payroll deductions
during a Purchase Period will automatically be re-enrolled in the Plan for the
next Purchase Period, unless such eligible Employee notified the person
designated by the Committee on the appropriate form that he elects not to re-
enroll. Participation terminates immediately after the Purchase Date if the
Participant elects not to re-enroll in the Plan for the next Purchase Period
or if the Participant has suspended payroll deductions during any Purchase
Period and has not re-enrolled in the Plan for the next Purchase Period. As
soon as administratively feasible after termination of participation, the
Committee shall pay to the Participant or his beneficiary or legal
representative all funds
4
<PAGE>
credited to his account. The Participant may elect to receive a certificate
for the number of shares held in his account for at least one year after such
shares were purchased (unless the one-year holding requirement is waived by
the Committee in its sole discretion), in accordance with Section 10 of the
Plan. For purposes of the Plan, a Participant is not deemed to have terminated
his employment if he transfers employment from GroupMAC to a Subsidiary, or
vice versa, or transfers employment between Subsidiaries.
12. Unpaid Leave of Absence
Unless the Participant has voluntarily withdrawn his contributions from the
Plan, shares will be purchased for his account on the Purchase Date next
following commencement of an unpaid leave of absence by such Participant,
provided such leave does not constitute a termination of employment. The
number of shares to be purchased will be determined by applying to the
purchase the amount of the Participant's contributions made up to the
commencement of such unpaid leave of absence. If the Participant's unpaid
leave of absence both commences and terminates during the same Purchase Period
and he has resumed eligible employment prior to the Purchase Date related to
that Purchase Period, he may also resume payroll deductions immediately, and
shares will be purchased for him on such Purchase Date as otherwise provided
in Section 9.
13. Designation of Beneficiary
Each Participant may designate one or more beneficiaries in the event of
death and may, in his sole discretion, change such designation at any time.
Any such designation shall be effective upon receipt by the person designated
by the Committee and shall control over any disposition by will or otherwise.
As soon as administratively feasible after the death of a Participant,
amounts credited to his account shall be paid in cash and a certificate for
any shares shall be delivered to the Participant's designated beneficiaries
or, in the absence of such designation, to the executor, administrator or
other legal representative of the Participant's estate. Such payment shall
relieve the Company of further liability to the deceased Participant with
respect to the Plan. If more than one beneficiary is designated, each
beneficiary shall receive an equal portion of the account unless the
Participant has given express contrary instructions.
14. Assignment
Except as provided in Section 13, the rights of a Participant under the Plan
will not be assignable or otherwise transferable by the Participant, other
than by will or the laws of descent and distribution. No purported assignment
or transfer of such rights of a Participant under the Plan, whether voluntary
or involuntary, by operation of law or otherwise, shall vest in the purported
assignee or transferee any interest or right therein whatsoever, but
immediately upon such assignment or transfer, or any attempt to make the same,
such rights shall terminate and become of no further effect. If this provision
is violated, the Participant's election to purchase Common Stock shall
terminate, and the only obligation of the Company remaining under the Plan
will be to pay to the person entitled thereto the amount then credited to the
Participant's account. No Participant may create a lien on any funds,
securities, rights or other property held for the account of the Participant
under the Plan, except to the extent that there has been a designation of
beneficiaries in accordance with the Plan, and except to the extent permitted
by will or the laws of descent and distribution if beneficiaries have not been
designated. A Participant's right to purchase shares under the Plan shall be
exercisable only during the Participant's lifetime and only by him.
15. Costs
All costs and expenses incurred in administering this Plan shall be paid by
GroupMAC. Any brokerage fees for the sale of shares purchased under the Plan
shall be paid by the Participant; provided, however, that in the event Common
Stock is retained by the Participant for a period of two years (or more)
beginning on the Purchase Date of such Common Stock, then GroupMAC shall pay
the brokerage fees related to the sale of such shares of Common Stock.
5
<PAGE>
16. Reports
As soon as practicable following the end of each Purchase Period, GroupMAC
shall provide or cause to be provided to each Participant a report of his
contributions and the number of whole and fractional shares of Common Stock
purchased with such contributions by that Participant on each Purchase Date.
17. Equal Rights and Privileges
All eligible Employees shall have equal rights and privileges with respect
to the Plan so that the Plan qualifies as an "employee stock purchase plan"
within the meaning of Section 423 or any successor provision of the Code and
related regulations. Any provision of the Plan which is inconsistent with
Section 423 or any successor provision of the Code shall without further act
or amendment by the Company be reformed to comply with the requirements of
Section 423. This Section 17 shall take precedence over all other provisions
in the Plan.
18. Rights as Shareholders
A Participant will have no rights as a shareholder under the election to
purchase until he becomes a shareholder as herein provided. A Participant will
become a shareholder with respect to shares for which payment has been
completed as provided in Section 9 at the close of business on the last
trading day of the Purchase Period.
19. Modification and Termination
The Board may amend or terminate the Plan at any time insofar as permitted
by law. No amendment shall be effective unless within one year after it is
adopted by the Board it is approved by the holders of GroupMAC's outstanding
shares if and to the extent such amendment is required to be approved by
shareholders in order to cause the rights granted under the Plan to purchase
shares of Common Stock to meet the requirements of Section 423 of the Code (or
any successor provision).
The Plan shall terminate after all Common Stock issued under the Plan has
been purchased, unless terminated earlier by the Board or unless additional
Common Stock is issued under the Plan with the approval of the shareholders.
In the event the Plan is terminated, the Committee may elect to terminate all
outstanding rights to purchase shares under the Plan either immediately or
upon completion of the purchase of shares on the next Purchase Date, unless
the Committee has designated that the right to make all such purchases shall
expire on some other designated date occurring prior to the next Purchase
Date. If the rights to purchase shares under the Plan are terminated prior to
expiration, all funds contributed to the Plan which have not been used to
purchase shares shall be returned to the Participants as soon as
administratively feasible.
20. Board and Shareholder Approval; Effective Date
This Plan shall be effective as of the Effective Date. Notwithstanding the
foregoing, the adoption of this Plan is expressly conditioned upon the
approval of (i) the Board and (ii) the holders of a majority of the
outstanding shares of Common Stock, on or before the Effective Date. If the
Board or the shareholders of the Company should fail so to approve this Plan
on or before such date, this Plan shall terminate and cease to be of any
further force or effect and all purchases of shares of Common Stock under the
Plan shall be null and void.
21. Governmental Approvals or Consents
This Plan and any offering or sale made to Employees under it are subject to
any governmental approvals or consents that may be or become applicable in
connection therewith. Subject to the provisions of Section 19, the Board may
make such changes in the Plan and include such terms in any offering under the
Plan as may be desirable to comply with the rules or regulations of any
governmental authority.
6
<PAGE>
22. Listing of Shares and Related Matters
If at any time the Board or the Committee shall determine, based on opinion
of legal counsel, that the listing, registration or qualification of the
shares covered by the Plan upon any national securities exchange or reporting
system or under any state or federal law is necessary or desirable as a
condition of, or in connection with, the sale or purchase of shares under the
Plan, no shares will be sold, issued or delivered unless and until such
listing, registration or qualification shall have been effected or obtained,
or otherwise provided for, free of any conditions not acceptable to legal
counsel.
23. Employment Rights
The Plan shall neither impose any obligation on GroupMAC or on any
Subsidiary to continue the employment of any Participant, nor impose any
obligation on any Participant to remain in the employ of GroupMAC or of any
Subsidiary.
24. Withholding of Taxes
The Committee may make such provisions as it may deem appropriate for the
withholding of any taxes which it determines is required in connection with
the purchase of Common Stock under the Plan.
25. Governing Law
The Plan and rights to purchase shares that may be granted hereunder shall
be governed by and construed and enforced in accordance with the laws of the
State of Texas.
26. Use of Gender
The gender of words used in the Plan shall be construed to include whichever
may be appropriate under any particular circumstances of the masculine,
feminine or neuter genders.
27. Other Provisions
The agreements to purchase shares of Common Stock under the Plan shall
contain such other provisions as the Committee and the Board shall deem
advisable, provided that no such provision shall in any way be in conflict
with the terms of the Plan.
7
<PAGE>
EXHIBIT 5
May 12, 1999
Group Maintenance America Corp.
8 Greenway Plaza, Suite 1500
Houston, Texas 77046
Re: GroupMAC Employee Stock Purchase Plan (the "Plan")
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 implementation and maintenance of the
Plan. 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 Plan have been duly authorized and, when
issued pursuant to and in accordance with the Plan, 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 LLP
Houston, Texas
May 12, 1999
<PAGE>
EXHIBIT 24
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 1,000,000 shares of the Company's common stock, par value $.001
per share, which may be offered by the Company pursuant to the GroupMAC Savings
Plan, 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
30th day of April, 1999.
/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 1,000,000 shares of the Company's common stock, par value $.001
per share, which may be offered by the Company pursuant to the GroupMAC Savings
Plan, 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
30th day of April, 1999.
/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 1,000,000 shares of the Company's common stock, par value $.001
per share, which may be offered by the Company pursuant to the GroupMAC Savings
Plan, 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
30th day of April, 1999.
/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 1,000,000 shares of the Company's common stock, par value $.001
per share, which may be offered by the Company pursuant to the GroupMAC Savings
Plan, 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
30th day of April, 1999.
/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 1,000,000 shares of the Company's common stock, par value $.001
per share, which may be offered by the Company pursuant to the GroupMAC Savings
Plan, 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
30th day of April, 1999.
/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 1,000,000 shares of the Company's common stock, par value $.001
per share, which may be offered by the Company pursuant to the GroupMAC Savings
Plan, 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
30th day of April, 1999.
/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 1,000,000 shares of the Company's common stock, par value $.001
per share, which may be offered by the Company pursuant to the GroupMAC Savings
Plan, 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
30th day of April, 1999.
/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 1,000,000 shares of the Company's common stock, par value $.001
per share, which may be offered by the Company pursuant to the GroupMAC Savings
Plan, 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
30th day of April, 1999.
/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 1,000,000 shares of the Company's common stock, par value $.001
per share, which may be offered by the Company pursuant to the GroupMAC Savings
Plan, 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
30th day of April, 1999.
/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 1,000,000 shares of the Company's common stock, par value $.001
per share, which may be offered by the Company pursuant to the GroupMAC Savings
Plan, 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
30th day of April, 1999.
/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 1,000,000 shares of the Company's common stock, par value $.001
per share, which may be offered by the Company pursuant to the GroupMAC Savings
Plan, 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
30th day of April, 1999.
/s/ James D. Weaver
---------------------
James D. Weaver
<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 1,000,000 shares of the Company's common stock, par value $.001
per share, which may be offered by the Company pursuant to the GroupMAC Savings
Plan, 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
30th day of April, 1999.
/s/ William M. Witz
-----------------------
William M. Witz
