<PAGE>
As filed with the Securities and Exchange Commission on January 27, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
QUANTA SERVICES, INC.
(Exact name of registrant as specified in its charter)
---------------
Delaware 1731 74-2851603
(State or other (Primary Standard (I.R.S. Employer
jurisdiction Industrial Identification No.)
of incorporation or Classification Code
organization) Number)
---------------
Brad Eastman
Vice President and General Counsel
1360 Post Oak Boulevard, Suite 2100
Houston, Texas 77056
(713) 629-7600
(Name, address, including zip code, and telephone number, including area code,
of registrant's principal executive offices and agent for service)
---------------
Copies to:
J. Patrick Ryan Stephen A. Riddick
Akin, Gump, Strauss, Hauer & Feld, L.L.P. Piper & Marbury L.L.P.
1500 NationsBank Plaza Charles Center South
300 Convent St. 36 South Charles Street
San Antonio, Texas 78205 Baltimore, Maryland 21201
(210) 281-7000 (410) 539-2530
---------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-69247
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Amount Proposed Maximum Proposed Maximum
Title of Each Class of Securities to be Offering Price Aggregate Offering Amount of
to be Registered Registered (1) per Share (2) Price (1)(2) Registration Fee
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.00001 per
share................................ 575,000 shares $23.46875 $13,494,531 $3,751.48
=======================================================================================================================
</TABLE>
(1) Includes 75,000 shares that the Underwriters have the option to purchase to
cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low prices
for the Common Stock as reported by the New York Stock Exchange for
January 26, 1999.
===============================================================================
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement is filed with the SEC pursuant to Rule 462(b)
under the Securities Act of 1933 by Quanta. In accordance with Rule 429 under
the Securities Act, this Registration Statement incorporates by reference the
contents of the Registration Statement on Form S-1 (Registration No. 333-69247)
which was declared effective by the SEC on January 26, 1999 relating to the
offering of up to 3,500,000 shares of Quanta's Common Stock plus up to 525,000
shares that may be sold pursuant to the underwriters' over-allotment option.
CERTIFICATION
Quanta hereby certifies to the SEC that (1) Quanta has instructed its bank
to pay the SEC the filing fee provided on the cover page of this Registration
Statement by a wire transfer of such amount to the SEC's account at Mellon Bank
as soon as practicable (but not later than the close of business on January 28,
1999), (2) Quanta will not revoke such instructions, (3) Quanta has sufficient
funds in the relevant account to cover the amount of such filing fee, and (4)
Quanta will confirm receipt of such instructions by Quanta's bank during the
bank's regular business hours no later than January 28, 1999.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 10. Exhibits
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-69247 are incorporated by reference into, and shall be deemed
part of, this Registration Statement, except the following which are filed
herewith:
5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (contained in
Exhibit 5.1)
23.3 Consent of Arthur Andersen LLP
23.4 Consent of S.J. Gallina & Co., LLP
23.5 Consent of S.J. Gallina & Co., LLP
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Quanta
Services, Inc. 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 January 27, 1999.
QUANTA SERVICES, INC.
By: /s/ John R. Colson
-------------------------
John R. Colson,
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 and on January 27, 1999:
<TABLE>
<CAPTION>
Signature Title
<S> <C>
/s/ John R. Colson Chief Executive Officer, Director
- ---------------------------------------------- (Principal Executive Officer)
John R. Colson
/s/ James H. Haddox Chief Financial Officer (Principal
- ---------------------------------------------- Financial and Accounting Officer)
James H. Haddox
Vincent D. Foster* Director
- ----------------------------------------------
Vincent D. Foster
John R. Wilson* Director
- ----------------------------------------------
John R. Wilson
Timothy A. Soule* Director
- ----------------------------------------------
Timothy A. Soule
John A. Martell* Director
- ----------------------------------------------
John A. Martell
Gary A. Tucci* Director
- ----------------------------------------------
Gary A. Tucci
James R. Ball* Director
- ----------------------------------------------
James R. Ball
Rodney R. Proto* Director
- ----------------------------------------------
Rodney R. Proto
Michael T. Willis* Director
- ----------------------------------------------
Michael T. Willis
</TABLE>
*Signed by James H. Haddox pursuant to a power of attorney previously granted to
Mr. Haddox.
<PAGE>
INDEX TO EXHIBITS
DESCRIPTION
5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (contained in
Exhibit 5.1)
23.3 Consent of Arthur Andersen LLP
23.4 Consent of S.J. Gallina & Co., LLP
23.5 Consent of S.J. Gallina & Co., LLP
<PAGE>
Exhibit 5.1
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
ATTORNEYS AT LAW
January 26, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Quanta Services, Inc. Post-Effective on Form S-1
Ladies and Gentlemen:
We have acted as counsel to Quanta Services, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a Registration Statement
on Form S-1 (the "Registration Statement"), relating to the offer and sale of up
to 575,000 shares of the Company's Common Stock, $.00001 par value (the "Common
Stock"), (including up to 75,000 shares of Common Stock subject to the
Underwriters' over-allotment option) by the Company.
We have also acted as counsel to the Company in connection with the
preparation of a Registration Statement on Form S-1 (File No. 333-69247) (as
amended, the "Original Registration Statement") relating to the offer and sale
of up to 4,025,000 shares of the Common Stock (including up to 525,000 shares of
Common Stock subject to the Underwriters' over-allotment option).
We have, as counsel, examined such corporate records, certificates and
other documents and reviewed such questions of law as we have deemed necessary,
relevant or appropriate to enable us to render the opinions expressed below. In
rendering such opinions, we have assumed the genuineness of all signatures and
the authenticity of all documents examined by us. As to various questions of
fact material to such opinions, we have relied upon representations of the
Company.
Based on such examination and representations, we are of the opinion that
the shares of Common Stock which are to be sold and delivered by the Company as
contemplated by the Underwriting Agreement (the "Underwriting Agreement"), the
form of which is filed as Exhibit 1.1 to the Original Registration Statement,
including the shares to be sold pursuant to the Registration Statement, have
been duly and validly authorized by the Company and, when issued and delivered
in accordance with the terms of the Underwriting Agreement, will be validly
issued, fully paid, and nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to this firm under the caption "Legal Matters" in
the Prospectus included as part of the Original Registration Statement and
incorporated by reference in the Registration Statement.
Very truly yours,
/s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
---------------------------------------------
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports dated March 18, 1998 on the financial statements of the following
businesses included in or made a part of this registration statement: Quanta
Services, Inc.; TRANS TECH Electric, Inc.; and Potelco, Inc.; and to the use of
our report dated December 5, 1997 on the financial statements of Union Power
Construction Company; and to the use of our report dated May 1, 1998 on the
financial statements of Spalj Construction Company and to all references to our
Firm included in this registration statement; and to the use of our report
dated October 16, 1998 on the financial statements of Quanta Services, Inc. and
subsidiaries.
ARTHUR ANDERSEN LLP
Houston, Texas
January 26, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated March 23, 1998 on the financial statements of Sumter Builders, Inc. made
a part of this registration statement and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Columbia, South Carolina
January 21, 1999
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report, dated February 23, 1998, on the financial statements of Underground
Construction Co., Inc. for the year ended December 31, 1997 included in or made
a part of this registration statement and to all references to our firm in this
registration statement.
/s/ S. J. Gallina & Co., LLP
-------------------------------------
S. J. Gallina & Co., LLP
Walnut Creek, California
January 26, 1999
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report, dated December 16, 1998, on the financial statements of Manuel Bros.,
Inc. for the year ended September 30, 1998 included in or made a part of this
registration statement and to all references to our firm in this registration
statement.
/s/ S. J. Gallina & Co., LLP
-------------------------------------
S. J. Gallina & Co., LLP
Sacramento, California
January 26, 1999
