<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 2000
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20552
-------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------
ENCOMPASS SERVICES CORPORATION
(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.)
3 GREENWAY PLAZA, SUITE 2000 77046
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
ENCOMPASS SERVICES CORPORATION
2000 STOCK PERFORMANCE INCENTIVE PLAN
(Full title of plan)
GRAY H. MUZZY
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
3 GREENWAY PLAZA, SUITE 2000
HOUSTON, TEXAS 77046
(Name and address of agent for service)
(713) 860-0100
(Telephone number, including area code, of agent for service)
-------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================
<S> <C> <C> <C>
Proposed
Title of Securities Amount to be Maximum Aggregate Amount of
to be Registered Registered Offering Price Registration Fee
- ----------------------------------------------------------------------------------------
Common Stock,
$.001 par value (1)..... 1,200,000 shares (2) $6,300,000(3) $1,664(3)
========================================================================================
</TABLE>
(1) This Registration Statement covers the solicitation of offers to buy shares
of Common Stock, $.001 par value (the "Common Stock"), of Encompass
Services Corporation which may be directed to participants in the 2000
Stock Performance Incentive Plan.
(2) Pursuant to Rule 416(a), this Registration Statement also registers such
indeterminate number of additional shares of Common Stock issuable in
connection with stock splits, share dividends or similar transactions.
(3) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee based on the average of the high and low prices for the
Common Stock on the New York Stock Exchange on April 17, 2000 ($5.25 per
share).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The documents containing the information specified in this Part I will be
sent or given to employees as specified by Rule 428(b)(1) ((S) 230.428(b)(1)).
Such documents need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424 ((S) 230.424). These documents and the documents incorporated by
reference in the registration statement pursuant to Item 3 of Part II of this
Form, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act. See Rule 428(a)(1) ((S) 230.428(a)(1)).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
1. The following documents, or portions of documents, previously filed by
Encompass Services Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") are hereby incorporated herein by reference:
(a) (i) Annual Report on Form 10-K for the year ended December 31, 1999;
and
(ii) Current Reports on Form 8-K dated January 20, 2000; February 2,
2000; and February 25, 2000 and on Form 8-K/A dated April 17, 2000.
(b) The description of the Company's Common Stock, $.001 par value,
contained in the Registration Statement on Form 8-A dated November 4, 1997.
2. All reports subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable
2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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.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. Finally, 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.
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. Further, Article 2.01-1.O provides that an
officer of a corporation shall be indemnified as, and to the same extent,
provided by Article 2.02-1.H for a director.
The Amended and Restated Certificate of Incorporation of the Company (the
"Certificate") provides that 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 any
employee benefit plan (hereinafter an "indemnitee"), 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, shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the TBCA, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such
3
<PAGE>
amendment permits the Company to provide broader indemnification rights than
permitted prior thereto), against all judgments, fines, penalties (including
excise tax and similar taxes), settlements, and reasonable expenses actually
incurred by such indemnitee in connection therewith. The right to
indemnification conferred in this Article shall include the right to be paid by
the Company the expenses incurred in defending any such proceeding in advance of
its final disposition (hereinafter an "advancement of expenses"); provided,
however, that if the TBCA requires, and advancement of expenses incurred by an
indemnitee shall be made only upon delivery to the Company of any undertaking,
by or on behalf of such indemnitee, to repay all amount so advanced if it shall
ultimately be determined by that such indemnitee is not entitled to be
indemnified for such expenses under this Article or otherwise.
The Certificate also provides, to the greatest extent permitted by
applicable law in effect from time to time, a director of the Company shall not
be liable to the Company or its shareholders 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 involved 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 any unlawful stock repurchase or unlawful payment of a dividend.
The Certificate provides that the Company may purchase and maintain
insurance, at its expense, on behalf of any indemnitee against any liability
asserted against him and incurred by him in such a capacity or arising out of
his status as a representative of the Company, whether or not the Company would
have the power to indemnify such person against such expense, liability or loss
under the TBCA.
The Company has entered into employment agreements with its executive
officers pursuant to which the Company is generally obligated to indemnify such
officers to the full extent permitted by the TBCA as described above.
The Company has purchased liability insurance policies covering the
directors and officers of the Company, including to provide protection where the
Company cannot legally indemnify a director or officer and where a claim arises
under the Employee Retirement Income Security Act of 1974 against a director or
officer based on an alleged breach of fiduciary duty or other wrongful act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
5.1 Opinion of Randolph W. Bryant, General Counsel.
4
<PAGE>
23.1 Consent of KPMG LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Frazier & Deeter, LLC.
23.4 Consent of Schenck & Associates SC.
23.5 Consent of Randolph W. Bryant (included in his opinion filed as
Exhibit 5.1).
24.1 Powers of Attorney.
99.1 2000 Stock Performance Incentive Plan.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-
effective amendment to the registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the Act;
(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 the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the
registration statement is on Form S-8 and 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 Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment 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.
(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.
5
<PAGE>
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.
Insofar as indemnification for liabilities arising under the Act 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.
6
<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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on April 17,
2000.
ENCOMPASS SERVICES CORPORATION
By: /s/ J. Patrick Millinor, Jr.
-------------------------------
J. Patrick Millinor, Jr.
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the indicated capacities on April 17, 2000.
<TABLE>
<CAPTION>
Signature Title
---------- -----
<S> <C>
/s/J. Patrick Millinor, jr. Director and Chairman of the Board
- ----------------------------------
J. Patrick Millinor, Jr.
/s/Joseph M. Ivey Director, President and Chief Executive Officer
- ---------------------------------- (principal executive officer)
Joseph M. Ivey
/s/Darren B. Miller Senior Vice President and Chief Financial Officer
- ---------------------------------- (principal financial officer)
Darren B. Miller
/s/Daniel W. Kipp Vice President, Treasurer and Chief Information
- ---------------------------------- Officer
Daniel W. Kipp (principal accounting officer)
/s/Andrew Africk* Director
- ----------------------------------
Andrew Africk
</TABLE>
7
<PAGE>
/s/Vincent W. Eades* Director
- ----------------------------------
Vincent W. Eades
/s/Michael Gross* Director
- ----------------------------------
Michael Gross
/s/William P. Love, Jr.* Director
- ----------------------------------
William P. Love, Jr.
/s/Donald L. Luke* Director, Executive Vice President and Chief
- ---------------------------------- Operating Officer
Donald L. Luke
/s/Lucian L. Morrison* Director
- ----------------------------------
Lucian L. Morrison
/s/Brooks Newmark* Director
- ----------------------------------
Brooks Newmark
/s/M. Jude Reyes* Director
- ----------------------------------
M. Jude Reyes
/s/John M. Sullivan* Director
- ----------------------------------
John M. Sullivan
*By: Randolph W. Bryant
-----------------------------
Randolph W. Bryant
(Attorney-in-Fact for persons indicated)
8
<PAGE>
EXHIBIT 5.1
April 14, 2000
Encompass Services Corporation
3 Greenway Plaza, Suite 2000
Houston, Texas 77046
Ladies and Gentlemen:
The undersigned is the General Counsel of Encompass Services Corporation
(formerly named Group Maintenance America Corp.), a Texas corporation (the
"Company"). This letter is delivered in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of the sale of up to
1,200,000 shares of common stock, $.001 par value, of the Company (the "Shares")
to employees, directors or consultants pursuant to the 2000 Stock Performance
Incentive Plan (the "Plan").
I have reviewed the Form S-8 Registration Statement ("Registration Statement")
filed with the Securities and Exchange Commission (the "Commission") under the
Act. I also have examined (i) the Articles of Incorporation of the Company, as
amended; (ii) the By-laws of the Company, as amended; (iii) certain resolutions
adopted by the Board of Directors of the Company and committees thereof; and
(iv) such other documents and records as I have deemed necessary for purposes
hereof.
In such examination, I have assumed the genuineness of all signatures, the
authenticity of all documents and records submitted to me as originals, the
conformity to authentic original documents and records of all documents and
records submitted to me as copies, and the truthfulness of all statements of
fact contained therein. Based on the foregoing and subject to the
qualifications set forth herein, and having due regard for such legal
considerations as I deem relevant, I am of the opinion that:
1. The Company is a corporation duly incorporated and validly existing under
the laws of the State of Texas.
2. The Shares, when issued in accordance with the terms and conditions of the
Plan, will be legally issued.
The foregoing opinion is based on and is limited to the law of the State of
Texas, and I render no opinion with respect to the law of any other
jurisdiction.
<PAGE>
Encompass Services Corporation
April 14, 2000
Page 2
This opinion is solely for your benefit and may not be relied on or furnished to
any other person without the prior written consent of the undersigned. I
consent to the filing of this opinion with the Commission as an exhibit to the
Registration Statement. By giving such consent, I do not admit that I am within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Randolph W. Bryant
2
<PAGE>
EXHIBIT 23.1
CONSENT OF KPMG LLP
The Board of Directors
Encompass Services Corporation:
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG LLP
KPMG LLP
Houston, Texas
April 17, 2000
<PAGE>
EXHIBIT 23.2
CONSENT OF PRICEWATERHOUSECOOPERS LLP
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 12, 2000, except for Notes 1
and 19, which are as of February 22, 2000, relating to the financial statements
of Building One Services Corporation, which appears in Encompass Services
Corporation's Current Report on Form 8-K/A dated April 17, 2000.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Minneapolis, Minnesota
April 17, 2000
<PAGE>
EXHIBIT 23.3
CONSENT OF FRAZIER & DEETER, LLC
The Board of Directors
Encompass Services Corporation
(formerly named Group Maintenance America Corp.):
We consent to the use of our reports incorporated herein by reference.
/s/ FRAZIER & DEETER, LLC
FRAZIER & DEETER, LLC
Atlanta, Georgia
April 17, 2000
<PAGE>
EXHIBIT 23.4
CONSENT OF SCHENCK & ASSOCIATES SC
The Board of Directors
Encompass Services Corporation
(formerly named Group Maintenance America Corp.):
We consent to the use of the reports of Shinners, Hucovski and Company, S.C.
incorporated herein by reference. Effective July 1, 1999, Shinners, Hucovski and
Company, S.C. merged with Schenck & Associates SC.
/s/ SCHENCK & ASSOCIATES SC
SCHENCK & ASSOCIATES SC
Green Bay, Wisconsin
April 17, 2000
<PAGE>
EXHIBIT 24.1
ENCOMPASS SERVICES CORPORATION
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Encompass Services
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 said Company, a Registration Statement on Form S-8 for the registration of
shares of the Company's common stock, par value $.001 per share, which may be
offered by the Company to the participants in the Company's 2000 Stock
Performance Incentive Plan, 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 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
1st day of March, 2000.
/s/ Andrew Africk
--------------------------
Andrew Africk
<PAGE>
ENCOMPASS SERVICES CORPORATION
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Encompass Services
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 said Company, a Registration Statement on Form S-8 for the registration of
shares of the Company's common stock, par value $.001 per share, which may be
offered by the Company to the participants in the Company's 2000 Stock
Performance Incentive Plan, 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 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
1st day of March, 2000.
/s/ Vincent W. Eades
--------------------------
Vincent W. Eades
<PAGE>
ENCOMPASS SERVICES CORPORATION
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Encompass Services
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 said Company, a Registration Statement on Form S-8 for the registration of
shares of the Company's common stock, par value $.001 per share, which may be
offered by the Company to the participants in the Company's 2000 Stock
Performance Incentive Plan, 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 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
1st day of March, 2000.
/s/ Michael Gross
--------------------------
Michael Gross
<PAGE>
ENCOMPASS SERVICES CORPORATION
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Encompass Services
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 said Company, a Registration Statement on Form S-8 for the registration of
shares of the Company's common stock, par value $.001 per share, which may be
offered by the Company to the participants in the Company's 2000 Stock
Performance Incentive Plan, 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 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
1st day of March, 2000.
/s/ William P. Love, Jr.
--------------------------
William P. Love, Jr.
<PAGE>
ENCOMPASS SERVICES CORPORATION
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Encompass Services
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 said Company, a Registration Statement on Form S-8 for the registration of
shares of the Company's common stock, par value $.001 per share, which may be
offered by the Company to the participants in the Company's 2000 Stock
Performance Incentive Plan, 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 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
1st day of March, 2000.
/s/ Donald L. Luke
--------------------------
Donald L. Luke
<PAGE>
ENCOMPASS SERVICES CORPORATION
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Encompass Services
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 said Company, a Registration Statement on Form S-8 for the registration of
shares of the Company's common stock, par value $.001 per share, which may be
offered by the Company to the participants in the Company's 2000 Stock
Performance Incentive Plan, 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 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
1st day of March, 2000.
/s/ Luciane L. Morrison
--------------------------
Luciane L. Morrison
<PAGE>
ENCOMPASS SERVICES CORPORATION
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Encompass Services
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 said Company, a Registration Statement on Form S-8 for the registration of
shares of the Company's common stock, par value $.001 per share, which may be
offered by the Company to the participants in the Company's 2000 Stock
Performance Incentive Plan, 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 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
1st day of March, 2000.
/s/ Brooks Newmark
--------------------------
Brooks Newmark
<PAGE>
ENCOMPASS SERVICES CORPORATION
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Encompass Services
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 said Company, a Registration Statement on Form S-8 for the registration of
shares of the Company's common stock, par value $.001 per share, which may be
offered by the Company to the participants in the Company's 2000 Stock
Performance Incentive Plan, 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 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
1st day of March, 2000.
/s/ M. Jude Reyes
--------------------------
M. Jude Reyes
<PAGE>
ENCOMPASS SERVICES CORPORATION
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Encompass Services
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 said Company, a Registration Statement on Form S-8 for the registration of
shares of the Company's common stock, par value $.001 per share, which may be
offered by the Company to the participants in the Company's 2000 Stock
Performance Incentive Plan, 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 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
1st day of March, 2000.
/s/ John Sullivan
--------------------------
John Sullivan
<PAGE>
EXHIBIT 99.1
ENCOMPASS SERVICES CORPORATION
2000 STOCK PERFORMANCE INCENTIVE PLAN
1. Purpose. The purpose of this 2000 Stock Performance Incentive Plan (the
"Plan") of Encompass Services Corporation, a Texas corporation (the
"Company"), is to advance the interests of the Company and its shareholders by
providing officers and other key employees with a strong incentive to work
towards increasing the Company's stock price, thereby promoting a closer
identity of interests between such persons and the Company's shareholders.
2. Definitions.
(1) "Board" means the Board of Directors of the Company.
(2) "Change in Control" has the meaning ascribed to the definition of
"Change of Control" in the Company's 2000 Stock Awards Plan.
(3) "Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute thereto.
(4) "Committee" means the Compensation Committee of the Board.
(5) "Share" means a share of the common stock par value $.001 ("Stock"),
of the Company and such other securities as may be substituted therefor
pursuant to Section 4.
(6) "Stock Price" means, as of any specified date, the mean of the high
and low sales prices of the Stock (i) reported by any interdealer quotation
system on which the Stock is quoted on that date or (ii) if the Stock is
listed on a national stock exchange, reported on the stock exchange
composite tape on that date; or, in either case, if no prices are reported
on that date, on the last preceding date on which such prices of the Stock
are so reported. If the Stock is traded over the counter at the time a
determination of its fair market value is required to be made hereunder,
its fair market value shall be deemed to be equal to the average between
the reported high and low or closing bid and asked prices of Stock on the
most recent date on which Stock was publicly traded. In the event Stock is
not publicly traded at the time a determination of its value is required to
be made hereunder, the determination of its fair market value shall be made
by the Committee in such manner as it deems appropriate.
3. Stock Awards.
(a) Number of Shares Available for Issuance. The Compensation Committee will
have the authority to award up to a maximum of 1,200,000 Shares based upon
attainment of the following Stock Price levels (which levels must be maintained
for a period of at least 20 out of 30 consecutive trading days):
<TABLE>
<CAPTION>
Cumulative
Number of
Shares
Stock that may
Price be Awarded
----- ----------
<S> <C>
$32.00 240,000
$44.00 640,000
$56.00 1,200,000
</TABLE>
Notwithstanding the foregoing, in the event of a Change in Control of the
Company, all 1,200,000 Shares shall be available for issuance under the Plan
immediately prior to such Change in Control, without regard to satisfaction of
the foregoing Stock Price levels, subject, however, to the Compensation
Committee determining whether and to what extent the Shares shall be issued and
delivered; in making such a determination, the Compensation Committee shall
consider all factors it deems relevant, including, without limitation, the
impact that any issuance and delivery of stock under the Plan would have on the
relevant Change of Control transaction and upon the shareholders of the
Company.
(b) Eligibility for Award. The Committee (or its designee) shall administer
and make all determinations under the Plan, including, without limitation, (i)
the officers and key employees of the Company and its subsidiaries who are
eligible to receive awards of Shares under the Plan, (ii) the number of Shares
to be
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<PAGE>
awarded to any officer or key employee based on such criteria as the Committee
may establish; provided, however, that no individual may receive in any one
calendar year an award of more than 250,000 Shares, (iii) whether to condition
the delivery of Shares on satisfaction of other requirements (in addition to
the achievement of the Stock Price levels set forth above), and (iv) whether
to defer delivery of Shares that otherwise have been earned under the Plan.
Except as provided in Section 5, the Board may perform any function of the
Committee under the Plan, including, without limitation, for the purpose of
ensuring that transactions under the Plan by employees who are then subject to
Section 16 of the Securities Exchange Act of 1934 are exempt under Rule 16b-3
issued thereunder. In any case in which the Board is performing a function of
the Committee under the Plan, each reference to the Committee herein shall be
deemed to refer to the Board.
4. Adjustments. In the event that the Committee shall determine that any
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase or exchange of Shares or
other securities, stock dividend or other special, large and non-recurring
dividend or distribution (whether in the form of cash, securities or other
property), liquidation, dissolutions, or other similar corporate transaction
or event, affects the Shares such that an adjustment is appropriate in order
to fulfill the intended purpose of the Plan, then the Committee shall, in such
manner as it may deem equitable, adjust any or all of (i) the number and kind
of Shares reserved and available for awards under Section 3(a), (ii) the Stock
Price levels set forth in Section 3(a), and (iii) the number and kind of
Shares specified in the annual per-employee limitation under Section 3(b).
5. Performance-Based Awards. The Committee may, in its discretion,
condition the award of Shares under the Plan on the achievement of performance
objectives (in addition to satisfaction of the Stock Price levels set forth in
Section 3(a)) in order to qualify such award as "qualified performance-based
compensation" within the meaning of Section 162(m) of the Code and regulations
thereunder. The performance objectives for an award subject to this Section 5
shall consist of one or more business criteria and a targeted level or levels
of performance with respect to such criteria, as specified by the Committee
but subject to this Section 5. Performance objectives shall be objective and
shall otherwise meet the requirements of Section 162(m)(4)(C) of the Code.
Business criteria used by the Committee in establishing performance objectives
for awards subject to this Section 5 shall be selected from among the
following:
(a) Annual return on capital;
(b) Annual earnings or earnings per share;
(c) Annual cash flow provided by operations;
(d) Changes in annual revenues;
(e) Stock Price; and/or
(f) Strategic business criteria, consisting of one or more objectives
based on meeting specified revenue, market penetration, geographic business
expansion goals, cost targets, and goals relating to acquisitions or
divestitures.
The levels of performance required with respect to such business criteria
may be expressed in absolute or relative levels. Performance objectives may
differ for such awards to different employees. The Committee shall specify the
weight to be given to each performance objective for purposes of determining
the final amount payable with respect to any such award. The Committee may, in
its discretion, reduce the amount of a payout otherwise to be made in
connection with an award subject to this Section 5, but may not exercise
discretion to increase such amount, and the Committee may consider other
performance criteria in exercising such discretion. All determinations by the
Committee as to the achievement of performance objectives shall be in writing.
The Committee may not delegate any responsibility with respect to an award
subject to this Section 5.
6. General Provisions.
(a) Compliance with Laws and Obligations. The Company shall not be
obligated to issue or deliver Shares in connection with any award or take any
other action under the Plan in a transaction subject to the requirements of
any applicable securities law, any requirement under any listing agreement
between the Company and any national securities exchange or automated
quotation system or any other law, regulation or
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<PAGE>
contractual obligation of the Company until the Company is satisfied that such
laws, regulations, and other obligations of the Company have been complied
with in full. Certificates representing Shares issued under the Plan will be
subject to such stop-transfer orders and other restrictions as may be
applicable under such laws, regulations and other obligations of the Company,
including any requirement that a legend or legends be placed thereon.
(b) Limitations on Transferability. Unless otherwise determined by the
Committee, any right to receive Shares under the Plan will not be transferable
by an employee except by will or the laws of descent and distribution or to a
beneficiary in the event of the employee's death, shall not be pledged,
mortgaged, hypothecated or otherwise encumbered, or otherwise subject to the
claims of creditors.
(c) No Right to Continued Employment or Service. Neither the Plan nor any
action taken hereunder shall be construed as giving any employee or other
person the right to be retained in the employ or service of the Company or any
of its subsidiaries, nor shall it interfere in any way with the right of the
Company or any of its subsidiaries to terminate any employee's employment or
other person's service at any time.
(d) Taxes. The Company is authorized to condition the delivery of any
Shares under the Plan upon the employee's making a satisfactory provision to
enable the Company or any subsidiary to satisfy its tax withholding obligation
in connection with such delivery of Shares.
(e) Changes to the Plan and Awards. The Board may amend, alter, suspend,
discontinue or terminate the Plan or the Committee's authority to grant Shares
under the Plan without the consent of the shareholders or employees, except
that any such action shall be subject to the approval of the Company's
shareholders at or before the next annual meeting of shareholders for which
the record date is after such Board action if such shareholder approval is
required by any federal or state law or regulation or the rules of any stock
exchange or automated quotation system on which the Shares may then be listed
or quoted, and the Board may otherwise, in its discretion, determine to submit
other such changes to the Plan to shareholders for approval.
(f) No Rights to Awards; No Shareholder Rights. No employee shall have any
claim to be granted any award under the Plan, and there is no obligation for
uniformity of treatment of employees. No award shall confer on any employee
any of the rights of a shareholder of the Company unless and until Shares are
duly issued or transferred and delivered to the employee in accordance with
the terms of the award.
(g) Unfunded Status of Awards; Creation of Trusts. The Plan is intended to
constitute an "unfunded" plan for incentive and deferred compensation. With
respect to any payments not yet made to an employee pursuant to an award,
nothing contained in the Plan or any award shall give any such employee any
rights that are greater than those of a general creditor of the Company;
provided, however, that the Committee may authorize the creation of trusts or
make other arrangements to meet the Company's obligations under the Plan to
deliver Shares, which trusts or other arrangements shall be consistent with
the "unfunded" status of the Plan unless the Committee otherwise determines.
(h) Nonexclusivity of the Plan. Neither the adoption of the Plan by the
Board nor its submission to the shareholders of the Company for approval shall
be construed as creating any limitations on the power of the Board to adopt
such other compensatory arrangements as it may deem desirable, including,
without limitation, the granting of stock options other than under the Plan,
and such arrangements that may be either applicable generally or only in
specific cases.
(i) Governing law. The validity, construction and effect of the plan, any
rules and regulations relating to the Plan and awards granted hereunder shall
be determined in accordance with the laws of the State of Texas, without
giving effect to principles of conflicts of laws, and applicable federal law.
(j) Effective Date; Plan Termination. The Plan shall become effective as of
the date of its adoption by the Board and approval of the Company's
shareholders and shall continue in effect until terminated by the Board.
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