As filed with the Securities and Exchange Commission on June 9, 2000.
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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Florida 65-0829355
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(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, of Registrant's Principal Executive Offices)
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1994 Stock Incentive Plan
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(Full Title of Plans)
Jose Sariego, Esq.
Senior Vice President - General Counsel
MasTec, Inc.
3155 N.W. 77th Avenue
Miami, FL 33122-1205
(Name and Address, Including Zip Code, of Agent for Service)
(305) 406-1954
(Telephone Number, Including Area Code, of Agent for Service)
With copies to:
Geoffrey MacDonald, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, Florida 33130
(305) 789-3522
Calculation of Registration Fee
<TABLE>
<CAPTION>
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Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered(1) Per Share(2) Offering Price(2) Fee(2)
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<S> <C> <C> <C> <C>
Common Stock, par value $.10 per share 1,000,000 $69.6875 $69,687,500 $18,397.50
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<FN>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which may become issuable under the 1994 Stock Incentive
Plan by reason of any stock dividend, stock split, recapitalization or
any other similar transaction effected without receipt of consideration
which results in an increase in the number of outstanding shares of
Common Stock.
(2) Estimated solely for purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices of the Common Stock on the New York Stock Exchange as of a date
within five business days prior to the date of filing of this
Registration Statement.
</FN>
</TABLE>
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<PAGE>
EXPLANATORY NOTE
On February 7, 2000, the Board of Directors of MasTec, Inc. (the
"Company"), approved an amendment to the Company's 1994 Stock Incentive Plan
(the "1994 Plan") to increase the maximum number of shares of the Company's
Common Stock, par value $.10 per share (the "Common Stock"), that may be issued
under the 1994 Plan by 1,000,000 shares and to make certain other related
amendments thereto. The Company's shareholders approved these amendments at the
Company's Annual Meeting of Shareholders on May 17, 2000. This Registration
Statement has been filed to register the additional 1,000,000 shares of Common
Stock issuable pursuant to shares or options to be granted under the 1994 Plan,
as amended.
The additional shares to be registered by this Registration Statement
are of the same class as those securities covered by the Company's previously
filed Registration Statement on Form S-8 filed on July 2, 1997 and amended by
Post-Effective Amendment No. 1 thereto filed on July 31, 1998 (Registration No.
333-30647) (the "Earlier Registration Statement"). Pursuant to General
Instruction E to Form S-8, the contents of the Earlier Registration Statement
are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit
Number Description
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5.1 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson
P.A.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Arthur Andersen.
23.3 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson
P.A. (included in Exhibit 5.1 above).
24.1 Power of Attorney (set forth on the signature page to this
Registration Statement).
II-1
<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 the 9th day of June, 2000.
MASTEC, INC.
By: /s/ Carmen M. Sabater
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Carmen M. Sabater
Senior Vice President and Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Carmen M. Sabater and Jose Sariego, his
or her true and lawful attorneys-in-fact and agents, for him or her and in his
or her name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission granting
unto said attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming and confirming all that said attorneys-in-fact
and agents or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/Jorge Mas Chairman of the Board of Directors June 9, 2000
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Jorge Mas
/s/Joel-Tomas Citron Vice-Chairman of the Board of June 9, 2000
--------------------------------- Directors, President and Chief
Joel-Tomas Citron Executive Officer (Principal
Executive Officer)
/s/Carmen M. Sabater Senior Vice President and Chief June 9, 2000
--------------------------------- Financial Officer (Principal Financial
Carmen M. Sabater Officer)
/s/Arlene Vargas Vice President and Controller June 9, 2000
--------------------------------- (Principal Accounting Officer)
Arlene Vargas
/s/Joseph P. Kennedy, II Director June 9, 2000
---------------------------------
Joseph P. Kennedy, II
/s/Arthur B. Laffer Director June 9, 2000
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Arthur B. Laffer
/s/Olaf Olafsson Director June 9, 2000
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Olaf Olafsson
/s/William L. Shiebler Director June 9, 2000
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William L. Shiebler
/s/Jose S. Sorzano Director June 9, 2000
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Jose S. Sorzano
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Arthur Andersen.
23.3 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A. (included in Exhibit 5.1 above).
II-3
