As filed with the Securities and Exchange Commission on February 27, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MASTEC, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 59-1259279
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
3155 N.W. 77TH AVENUE
MIAMI, FLORIDA 33122-1205
(Address, including zip code, of Registrant's principal executive offices)
MASTEC, INC.
1997 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
1994 STOCK INCENTIVE PLAN
1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of plan)
JOSE M. SARIEGO, ESQ.
SENIOR VICE PRESIDENT - GENERAL COUNSEL
MASTEC, INC.
3155 N.W. 77TH AVENUE
MIAMI, FLORIDA 33122-1205
(305) 599-2314
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO REGISTERED PER SHARE (2) OFFERING FEE
BE REGISTERED PRICE (2)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.10 par 1,900,000 $55.9375 $106,281,250 $32,206
value) shares (1)
=============================================================================================
</TABLE>
(1) Pursuant to Rule 416(c), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plans described herein.
<PAGE>
(2) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c), on the basis of the average of the high and low
prices of the Common Stock, $.10 par value, of the Registrant on the New
York Stock Exchange on February 26, 1997.
2
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed by the Company with the
Commission pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"),
are incorporated herein by reference:
The Company's Annual Report on Form 10-K for the year ended December 31,
1995;
The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1996;
The Company's Current Reports on Form 8-K dated April 1, May 15, July
15, 1996, January 30, 1997, and February 3, 1997;
The Company's Proxy Statement for its 1996 Annual Meeting of
Stockholders dated May 16, 1996; and
The description of the Company's Common Stock contained in its
Registration Statement on Form S-3 (Registration No. 333-11013).
All documents and reports filed by the Company or the 1997
Non-Qualified Employee Stock Purchase Plan (the "Plan") pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement that indicates that all securities offered hereby
have been sold, or which deregisters all such securities remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
made a part hereof from the date any such document or report is filed.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable because the class of securities to be offered is
registered under Section 12 of the Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Certificate of Incorporation (the
"Certificate") provides that the Company will indemnify to the fullest extent
authorized by the Delaware General Corporation Law (the "DGCL"), each person who
is involved in any litigation or other proceeding because the person is or was a
director or officer of the Company, against all expense, loss or liability
reasonably incurred or suffered in connection with the litigation or other
proceeding. The Company's By-laws
3
<PAGE>
provide that a director or officer may be paid expenses incurred in defending
any proceeding in advance of its final disposition upon receipt by the Company
of an undertaking, by or on behalf of the director or officer, to repay all
amounts so advanced if it is ultimately determined that the director or officer
is not entitled to indemnification.
Section 145 of the DGCL permits a corporation to indemnify any director
or officer of the corporation against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action, suit or proceeding brought by reason of the fact
that the person is or was a director or officer of the corporation, if the
person acted in good faith and in a manner that he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, if the person had no reason to
believe his conduct was unlawful. In a derivative action, (i.e., one brought by
or on behalf of the corporation), indemnification may be made only for expenses,
actually and reasonably incurred by any director or officer in connection with
the defense or settlement of the action or suit, if the person acted in good
faith and in a manner that he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made if
the person has been adjudged to be liable to the corporation, unless and only to
the extent that the court in which the action or suit was brought determines
that the defendant is fairly and reasonably entitled to indemnity for the
expenses despite the adjudication of liability.
Pursuant to Section 102(b)(7) of the DGCL, the Company's Certificate
eliminates the liability of a director to the corporation or its stockholders
for monetary damages for a breach of fiduciary duty as a director, except for
liabilities arising (a) from any breach of the director's duty of loyalty to the
corporation or its stockholders, (b) from acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the DGCL, or (d) from any transaction from which the director
derived an improper personal benefit.
The Company has obtained primary and excess insurance policies insuring
the directors and officers of the Company and its subsidiaries against certain
liabilities they may incur in their capacity as directors and officers. Under
these policies, the insurer, on behalf of the Company, may also pay amounts for
which the Company has granted indemnification to the directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following documents are filed as exhibits to this registration
statement:
3.1 Certificate of Incorporation of the Company, filed as Exhibit 3(i) to
the Company's Registration Statement on Form S-8 (File No. 33-55327) and
incorporated by reference herein.
3.2 By-laws of the Company, filed as Exhibit 3.1 to Company's Form 10-Q for
the quarter ended March 31, 1996 and incorporated by reference herein.
5.1 Opinion of Jose M. Sariego, Senior Vice President and General Counsel.
4
<PAGE>
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Arthur Andersen.
23.3 Consent of Jose M. Sariego, Senior Vice President and General Counsel
(included in Exhibit 5.1 above).
24.1 Power of Attorney (included on Signature Page of Registration
Statement).
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual reports 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 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.
The undersigned registrant further 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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
Insofar as indemnification for liabilities arising under the Securities
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
5
<PAGE>
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.
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 February 25, 1997.
MASTEC, INC.
/s/ EDWIN D. JOHNSON
-------------------------------
Edwin D. Johnson
Senior Vice President - Chief Financial Officer
(Principal Financial and Accounting Officer)
The undersigned directors and officers of MasTec, Inc. hereby constitute
and appoint Edwin D. Johnson and Jose M. Sariego and each of them with full
power to act without the other and with full power of substitution and
resubstitution, our true and lawful attorneys-in-fact with full power to execute
in our name and behalf in the capacities indicated below this Registration
Statement on Form S-8 and any and all amendments thereto and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission and hereby ratify and confirm all that such
attorneys-in-fact, or any of them, or their substitutes shall 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ JORGE MAS President and Chief Executive February 25, 1997
- --------------------------- Officer (Principal Executive Officer)
Jorge Mas
/s/ JORGE L. MAS Chairman of the Board February 25, 1997
- ---------------------------
Jorge L. Mas
6
<PAGE>
/s/ ELIOT C. ABBOTT Director February 25, 1997
- ---------------------------
Eliot C. Abbott
/s/ ARTHUR B. LAFFER Director February 25, 1997
- ---------------------------
Arthur B. Laffer
/s/ SAMUEL C. HATHORN, JR. Director February 25, 1997
- ----------------------------
Samuel C. Hathorn, Jr.
/s/ JOSE S. SORZANO Director February 25,1997
- ---------------------------
Jose S. Sorzano
</TABLE>
7
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
administrator of the undersigned Plan 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 February 25, 1997.
THE MASTEC, INC. 1997 NON-QUALIFIED EMPLOYEE
STOCK PURCHASE PLAN
By: THE MASTEC, INC. EMPLOYEE BENEFITS
COMMITTEE
By: /s/ JOSE M. SARIEGO
------------------------------
Jose M. Sariego, Chairman
8
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
5.1 Opinion of Jose M. Sariego, Senior Vice President and General
Counsel.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Arthur Andersen.
9
EXHIBIT 5.1
February 25, 1997
MasTec, Inc.
3155 N.W. 77th Avenue
Miami, Florida 33122-1205
RE: Registration Statement on Form S-8 of MasTec, Inc.
Dear sir or madam:
I am Senior Vice President and General Counsel to MasTec, Inc., a
Delaware corporation (the "Company"). I have reviewed the referenced
registration statement relating to the registration by the Company of up to
1,900,000 shares of the Company's voting common stock, $.10 par value (the
"Shares"). It is my opinion that the Shares have been duly and validly
authorized and, when issued, delivered and paid for, will be validly issued,
fully paid and nonassessable.
I consent to the use of this opinion in the referenced registration
statement.
Sincerely,
/s/ JOSE M. SARIEGO
- ----------------------
Jose M. Sariego
Senior Vice President
and General Counsel
EXHIBIT 23.1
We consent to the incorporation by reference in this registration statement of
MasTec, Inc. on Form S-8 of our report dated March 22, 1996, on our audits of
the consolidated financial statements of MasTec, Inc. as of December 31, 1995
and 1994, and for the years ended December 31, 1995, 1994 and 1993, which report
is included in the Annual Report on Form 10-K for the year ended December 31,
1995.
/s/ COOPERS & LYBRAND
- ----------------------
Coopers & Lybrand
Miami, Florida
February 21, 1997
EXHIBIT 23.2
February 24, 1997
MasTec Inc.
3155 N.W. 77th Avenue
Miami, Florida 33122
United States
Attention: Mrs. Carmen Sabater
Dear Sirs,
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 26, 1996, on our audits of the
consolidated financial statements of Sintel, S.A. and subsidiaries as of
December 31, 1995 and 1994, and for the years ended December 31, 1995, 1994 and
1993.
Yours faithfully,
ARTHUR ANDERSEN
/s/ JUAN RAMIREZ-AGERO
- ----------------------
Juan Ramirez-Agero
