AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 2000
REGISTRATION NO. ___-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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WATSCO, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 59-0778222
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
2665 SOUTH BAYSHORE DRIVE, SUITE 901
COCONUT GROVE, FLORIDA 33131
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(Address of Principal Executive Offices)
WATSCO, INC. AMENDED AND RESTATED 1996 QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the Plan)
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BARRY S. LOGAN
VICE PRESIDENT AND SECRETARY
WATSCO, INC.
2665 SOUTH BAYSHORE DRIVE, SUITE 901
COCONUT GROVE, FL 33131
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(Name and address of agent for service)
(305) 714-4100
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(Telephone number, including area code, of agent for service)
Copy to:
Rebecca R. Orand, Esq.
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0557
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate offering registration fee
per share(1) price(1)
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<S> <C> <C> <C> <C>
Common Stock, 200,000
$.50 par value......... shares $13.7188 $2,743,750 $725.00
=================================================================================================
</TABLE>
(1) The indicated number of shares to be registered represents additional shares
issuable under the listed plan that are not covered by prior registration
statements. Price per share and aggregate offering price estimated in accordance
with Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the
average of the high and low sales price of the Registrant's common stock
reported on the New York Stock Exchange on June 13, 2000.
Page 1
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission (the
"Commission") by the Registrant are hereby incorporated by reference in this
Registration Statement:
(a) the Registrant's Registration Statements on Form S-8 (Registration
No.333-80341 and 33-10363), filed with the Commission on June 9, 1999 and August
16, 1996, respectively,(1);
(b) the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(c) the Registrant's quarterly report on Form 10-Q for the quarterly period
ended March 31, 2000 and all other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the 1933 Exchange Act, as amended, since the end of
the fiscal year covered by the document referred to in (b) above; and
(d) the Registrant's Proxy Statement dated May 1, 2000, relating to the 2000
Annual Meeting of Shareholders;
(e) the description of the Registrant's Common Stock set forth in Registrant's
Form S-3 Registration Statement under the Securities Act of 1933 (Registration
No. 333-00371).
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment, which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of filing of such documents.
Any statements contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that statement contained herein or in any other subsequently filed
document which is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
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(1) At the Company's annual meeting of shareholders held on June 5, 2000,
the shareholders approved an amendment to the Plan, which increased by
200,000 the number of shares eligible for grant under the Plan. After
giving effect to the amendments to the Plan and the effectiveness of
this Registration Statement on Form S-8, the total number of shares
registered on Form S-8 and available for grant under the Plan will be
800,000.
Page 2
<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 Miami, State of Florida on June 15, 2000.
WATSCO, INC.
By: /S/ BARRY S. LOGAN
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Barry S. Logan
Vice President and Secretary
Page 3
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Albert H. Nahmad and Barry S. Logan his true and
lawful attorneys-in-fact, each acting alone, with full powers of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments, including any post-effective
amendments, to this Registration Statement, and to file the same, with exhibits
thereto, and other documents to be filed in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or their substitutes, each acting alone, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Albert H. Nahmad President, Chief Executive June 15, 2000
-------------------- Officer and Director (principal
Albert H. Nahmad executive officer)
/s/ Barry Logan Vice President and Chief June 15, 2000
-------------------- Financial Officer (principal
Barry S. Logan financial and accounting officer)
/s/ David B. Fleeman Director June 15, 2000
--------------------
David B. Fleeman
/s/ Cesar L. Alvarez Director June 15, 2000
--------------------
Cesar L. Alvarez
/s/ Paul F. Manley Director June 15, 2000
--------------------
Paul F. Manley
/s/ Bob L. Moss Director June 15, 2000
--------------------
Bob L. Moss
/s/ Roberto Motta Director June 15, 2000
--------------------
Roberto Motta
/s/ Ira Harris Director June 15, 2000
--------------------
J. Ira Harris
/s/ Alan H. Potamkin Director June 15, 2000
--------------------
Alan H. Potamkin
Page 4
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
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4.1 Registrant's Amended and Restated Articles of Incorporation(1).
4.2 Registrant's Bylaws(2).
4.3 Watsco, Inc. Amended and Restated 1996 Qualified Employee
Stock Purchase Plan.
5.1 Opinion of Greenberg Traurig, P.A.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Greenberg Traurig, P.A. (contained in its opinion
filed as Exhibit 5.1 hereto)
24 Power of Attorney (included in the Signatures section
of this Registration Statement)
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(1) Incorporated by reference to Exhibit 3.1 filed with the Registrant's
Form 10-Q dated June 30, 1995 and incorporated herein by reference.
(2) Incorporated by reference to Exhibit 3.2 filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended January 31, 1985.
Page 5
