As filed with the Securities and Exchange Commission on February 27, 1998.
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MASTEC, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 59-1259279
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3155 N.W. 77TH AVENUE
MIAMI, FL 33122-1205
(305) 599-1800
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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ARTHUR B. LAFFER SPECIAL OPTION PLAN
UBIRATAN SIMOES REZENDE SPECIAL OPTION PLAN
JAMES W. WILDE SPECIAL OPTION PLAN
WAYNE M. WILDE SPECIAL OPTION PLAN
DANIEL B. WILDE SPECIAL OPTION PLAN
VIRGIL WILDE SPECIAL OPTION PLAN
TRAVIS WILDE SPECIAL OPTION PLAN
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(Full Title of Plans)
JOSE M. SARIEGO, ESQ.
SENIOR VICE PRESIDENT - GENERAL COUNSEL
MASTEC, INC.
3155 N.W. 77TH AVENUE
MIAMI, FL 33122-1205
(305) 599-2314
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
STEVEN D. RUBIN, ESQ.
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
150 WEST FLAGLER STREET, SUITE 2200
MIAMI, FLORIDA 33130
(305) 789-3517
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH CLASS MAXIMUM MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
REGISTERED REGISTERED SHARE(1) OFFERING PRICE(1) REGISTRATION FEE(1)
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<S> <C> <C> <C> <C>
Common Stock, $.10 par value 200,000 shares $27.125 $5,425,000 $1,600.36
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</TABLE>
(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
price of the Common Stock on the New York Stock Exchange on February 25,
1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by MasTec, Inc., a Delaware
corporation (the "Registrant"), with the Securities and Exchange Commission (the
"SEC") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference herein:
(1) The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996, as amended on Form
10K\A filed February 6, 1998 (the "1996 10-K");
(2) The Registrant's Quarterly Reports on Form 10-Q for
the quarters ended March 31, June 30 and September
30, 1997;
(3) The Registrant's Current Reports on Form 8-K, dated
January 20, 1998, January 26, 1998 and February 3,
1998; and
(4) The portions of the Registrant's definitive Proxy
Statement for its 1997 Annual Meeting of Stockholders
dated April 14, 1997 that have been incorporated by
reference into the 1996 10-K.
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 have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Amended and Restated Certificate of
Incorporation (the "Certificate") provides that the Registrant shall 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 such person is or was a director or officer of the Registrant, against
all expense, loss or liability reasonably incurred or suffered in connection
therewith. The Registrant's By-laws 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 Registrant of an undertaking, by or on behalf of
the director or officer, to repay all amounts so advanced if it is ultimately
determined that such 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 such person is or was a director or officer of the corporation, if
such 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,
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<PAGE>
and, with respect to any criminal action or proceeding, if he 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 such an action or suit, if such 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 shall
be made if such person shall have 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 shall determine that the defendant is fairly and reasonably entitled to
indemnity for such expenses despite such adjudication of liability.
Pursuant to Section 102(b)(7) of the DGCL, the Registrant's
Certificate eliminates the liability of a director to the corporation or its
stockholders for monetary damages for such 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 Registrant has obtained primary and excess insurance
policies insuring the directors and officers of the Registrant and its
subsidiaries against certain liabilities they may incur in their capacity as
directors and officers. Under such policies, the insurer, on behalf of the
Registrant, may also pay amounts for which the Registrant has granted
indemnification to the directors or officers.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
5.1 Opinion of Jose M. Sariego, Senior Vice President and
General Counsel of the Registrant.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Jose M. Sariego (included in Exhibit 5.1
above).
24.1 Power of attorney (included on the signature page of
this Registration Statement).
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 the Registration Statement;
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(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 (a)(1)(i) and
(a)(1)(ii) 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 Exchange Act that are incorporated by
reference 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.
(b) 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 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.
(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 SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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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 27, 1998.
MASTEC, INC.
/S/ EDWIN D. JOHNSON
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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.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/S/ JORGE MAS Chairman of the Board of Directors, February 27, 1998
- ------------------------------------ President and Chief Executive Officer
Jorge Mas (Principal Executive Officer)
/S/ ELIOT C. ABBOTT Director February 27, 1998
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Eliot C. Abbott
/S/ JOEL-TOMAS CITRON Director February 27, 1998
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Joel-Tomas Citron
/S/ ARTHUR B. LAFFER Director February 27, 1998
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Arthur B. Laffer
/S/ JOSE S. SORZANO Director February 27, 1998
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Jose S. Sorzano
</TABLE>
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<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Jose M. Sariego, Senior Vice President and
General Counsel of the Registrant
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Jose M. Sariego (included in Exhibit 5.1 above)
24.1 Power of attorney (included on the signature page of this
Registration Statement)
EXHIBIT 5.1
February 27, 1998
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 200,000 shares (the "Shares") of the
Company's common stock, par value $.10 per share, issuable upon the exercise of
options granted under each of the Arthur B. Laffer Special Option Plan, the
Ubiratan Simoes Rezende Special Option Plan, the James W. Wilde Special Option
Plan, the Wayne M. Wilde Special Option Plan, the Daniel B. Wilde Special Option
Plan, the Virgil Wilde Special Option Plan, and the Travis Wilde Special Option
Plan. 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. SERIEGO
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Senior Vice President
and General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of MasTec, Inc. and subsidiaries on Form S-8 of our report dated
December 5, 1997 on our audits of the consolidated financial statements of
MasTec, Inc. and subsidiaries as of December 31, 1996 and 1995, and for the
years ended December 31, 1996, 1995 and 1994, which report is incorporated by
reference in the Annual Report on Form 10-K/A.
/s/ COOPERS & LYBRAND L.L.P.
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COOPERS & LYBRAND L.L.P.
Miami, Florida
February 27, 1998
