<PAGE>
As filed with the Securities and Exchange Commission on December 27, 1996
Registration No.333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SPECIALTY TELECONSTRUCTORS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 850421409
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
12001 Hwy 14 North
Cedar Crest, New Mexico 87008
(Address of Principal Executive Offices) (Zip Code)
--------------------
Specialty Teleconstructors, Inc.
Amended and Restated 1994 Stock Option Plan
Specialty Teleconstructors, Inc.
Outside Directors Stock Option Plan
(Full Title of the Plan)
--------------------
Michael R. Budagher
12001 Hwy 14 North
Cedar Crest, New Mexico 87008
(Name and Address of Agent For Service)
505-281-2197
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Jeffrey A. Howard, Esq.
Jordaan Howard & Pennington, PLLC
300 Crescent Court, Suite 1670
Dallas, Texas 75201
-----------------------------
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Amount to Offering Aggregate
Title of Securities to be be Price Per Offering Amount of
Registered Registered Share Price Registration Fee
- ------------------------- ------------ ----------- ----------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 450,000 shares $8.90625(1) $4,007,812.50 $1,214.50
$.01 par value
</TABLE>
(1) The price of $8.90625 per share, which is the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market System on
December 26, 1996, is set forth solely for purposes of calculating the filing
fee.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in this Item 1 will be
sent or given to employees, directors or others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Securities and Exchange Commission") and the instructions to
Form S-8, such documents are not being filed with the Commission either as part
of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424.
Item 2. Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in this Item 2 will be
sent or given to employees, directors or others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Securities and Exchange
Commission and the instructions to Form S-8, such documents are not being filed
with the Securities and Exchange Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Securities
Exchange Act of 1934") are incorporated in this Registration Statement by
reference as of their respective dates:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 1996, filed pursuant to the Securities Exchange Act of 1934
which contains audited financial statements for the fiscal year ended June
30, 1996.
(b) The Registrant's Quarterly Report on Form 10-QSB for the fiscal
quarter ended September 30, 1996, filed pursuant to the Securities Exchange
Act of 1934.
(C) The section entitled "Description of Registrant's Securities to be
Registered" contained in the Registrant's Registration Statement on Form 8-
A filed pursuant to Section 12(g) of the Securities Exchange Act of 1934 on
August 5, 1994.
All documents subsequently filed with the Securities and Exchange
Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered herein have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in 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. Interest of Named Experts and Counsel.
Jeffrey A. Howard, Esq., a member of the law firm of Jordaan, Howard &
Pennington, PLLC, legal counsel to the Registrant, holds options to purchase up
to 60,000 shares of Common Stock, of which options to purchase 20,000 such
shares are currently exercisable.
Item 6. Indemnification of Directors and Officers.
Section 78.751 of the General Corporation Law of Nevada ("GCL") empowers a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except an action by or
in the right of the corporation, by reason of the fact that he or she is or was
a director, officer, employee or agent of the corporation or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding if the person indemnified
acted in good faith and in a manner 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, had no reasonable cause to believe his or her
conduct was unlawful. In the case of any action by or in the right of the
corporation, no indemnification may be made in respect to any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation or for amounts paid in settlement to the corporation unless and only
to the extent that the court in which such action or suit was brought or other
court of competent jurisdiction determines that in view of all the circumstances
of the case such person is fairly and reasonably entitled to indemnity for such
<PAGE>
expenses as the court shall deem proper. Section 78.751 further provides that
to the extent a director or officer of a corporation has been successful in the
defense of any action, suit or proceeding referred to above or in the defense of
any claim, issue or matter therein, he or she shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection therewith.
The Articles of Incorporation, as amended (the "Articles"), and
By-Laws of the Registrant provide, in effect, that to the extent and under the
circumstances permitted by Section 78.751 of the GCL and subject to certain
conditions, the Company shall indemnify any person who was or is a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding of the type described above by reason of the fact that he or she is
or was a director or officer of the Company or is or was serving at the request
of the Company as a director, officer, employee or agent of another corporation.
Reference is made to the Registrant's Articles of Incorporation filed as Exhibit
3.1 to this Registration Statement and the Amendment to the Registrant's
Articles of Incorporation filed as Exhibit 3.2 to this Registration Statement
and to the Registrant's By-laws filed as Exhibit 3.2 to the Registrant's
Registration Statement No. 33-79998-D on Form SB-2, as amended.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
3.1 Articles of Incorporation of Specialty Teleconstructors, Inc.
3.2 Amendment to the Articles of Incorporation, of Specialty Teleconstructors, Inc.
4.1 Specialty Teleconstructors, Inc. Amended and Restated 1994 Stock Option Plan
incorporated by reference to Exhibit 10.4 to the Registrant's definitive Proxy
Materials filed prepared in connection with the Registrant's 1996 Annual Meeting of
Stockholders and filed with the Securities and Exchange Commission pursuant
to Section 14A of the Securities Exchange Axt of 1934
4.2 Specialty Teleconstructors, Inc. Outside Directors Stock Option Plan incorporated
By reference to the Registrant's Registration Statement No. 33-79998-D
5.1 Opinion of Jordaan, Howard & Pennington, PLLC
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Jordaan, Howard & Pennington, PLLC (included in Exhibit 5.1)
24.1 Power of Attorney (found on Page 6 of this Registration Statement)
</TABLE>
<PAGE>
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 the 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement;
(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;
(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.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement to include
any financial statements required by Rule 3-19 of this chapter at
the start of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise required
by Section 10(a)(3) of the Securities Act of 1933 need not be
furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment
need not be filed to include financial statements and information
required by Section 10(a)(3) of the Securities Act of 1933 or
Rule 3-19 of this chapter if such financial statements and
information are contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Form F-3.
(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 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.
(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 Securities and Exchange Commission 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
<PAGE>
public policy as expressed in the Securities Act of 1933 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 Cedar Crest, State of New Mexico, on the 27th
day of December, 1996.
SPECIALTY TELECONSTRUCTORS, INC.
By: /s/ Michael R. Budagher
---------------------------
Michael R. Budagher
President, Chief Executive Officer,
Treasurer and Chairman of the Board
POWER OF ATTORNEY AND SIGNATURES
EACH PERSON WHOSE SIGNATURE appears below this Registration Statement hereby
constitutes and appoints Michael R. Budagher and Dennis K. Hartnett and each of
them, with full power to act without the other, his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead in any and all capacities (until
revoked in writing) to sign all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 of Specialty Teleconstructors, Inc.
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, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his or her substitute, 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.
<TABLE>
<CAPTION>
Signature Title(s) Date
--------- -------- ----
<S> <C> <C>
/s/ Michael R. Budagher President, Chief Executive December 27, 1996
- ------------------------ Officer, Treasurer and Chairman
Michael R. Budagher of the Board
/s/ Dennis K. Hartnett Chief Accounting Officer December 27, 1996
- ------------------------
Dennis K. Hartnett
/s/ John D. Emery Director December 27, 1996
- ------------------------
John D. Emery
/s/ Terry D. Farmer Director December 27, 1996
- ------------------------
Terry D. Farmer
/s/ Jon D. Word Director December 27, 1996
- ------------------------
Jon D. Word
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.1 Articles of Incorporation of Specialty Teleconstructors, Inc.
3.2 Amendment to the Articles of Incorporation, of Specialty
Teleconstructors, Inc.
4.1 Specialty Teleconstructors, Inc. Amended and Restated 1994 Stock
Option Plan incorporated by reference to Exhibit 10.4 to the
Registrant's definitive Proxy Materials filed prepared in
connection with the Registrant's 1996 Annual Meeting of
Stockholders and filed with the Securities and Exchange Commission
pursuant to Section 14A of the Securities Exchange Axt of 1934
4.2 Specialty Teleconstructors, Inc. Outside Directors Stock Option
Plan incorporated By reference to the Registrant's Registration
Statement No. 33-79998-D
5.1 Opinion of Jordaan, Howard & Pennington, PLLC
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Jordaan, Howard & Pennington, PLLC (included in
Exhibit 5.1)
24.1 Power of Attorney (found on Page 6 of this Registration Statement)
End of Document
<PAGE>
Exhibit 3.1
ARTICLES OF INCORPORATION
OF
SPECIALTY TELECONSTRUCTORS, INC.
A Nevada Corporation
I, the undersigned, being the original incorporator herein named, for the
purpose of forming a corporation under the general corporation laws of the State
of Nevada, to do business both within and without the State of Nevada, do make
and file these Articles of Incorporation hereby declaring and certifying that
the facts herein stated are true:
ARTICLE ONE
NAME
The name of the Corporation is Specialty Teleconstructors, Inc.
ARTICLE TWO
RESIDENT AGENT AND REGISTERED OFFICE
Section 2.01 Resident Agent and Registered Office. The name and address of
------------------------------------
its resident agent for the service of process is The Corporation Trust Company
of Nevada. The location of the corporation's registered office in the State of
Nevada is One East First Street, Reno, County of Washoe, Nevada 33501.
ARTICLE THREE
SHARES OF STOCK
Section 3.01 Number and Class. The amount of the total authorized capital
----------------
stock of this corporation is TEN MILLION (10,000,000) shares, par value one cent
($0.01) per share, designated as Common Stock. The Common Stock may be issued
from time to time without action by the stockholders. The Common Stock may be
issued for such consideration as may be fixed from time to time by the Board of
Directors.
The Board of Directors may issue such shares of Common Stock in one or more
series, with such voting powers, designations, preferences and rights or
qualifications, limitations or restrictions thereof as shall be stated in the
resolution or resolutions adopted by them.
1
<PAGE>
ARTICLE FOUR
DIRECTORS
Section 4.01 Governing Board. The members of the governing board of the
---------------
corporation shall be styled directors.
Section 4.02 Initial Board of Directors. The initial Board of Directors
--------------------------
shall consist of one (1) of the Board of Directors and are as follows:
NAME ADDRESS
---- -------
Michael R. Budagher 12001 North Highway 14
Cedar Crest, New Mexico 87008
These individuals shall serve as Directors until the first annual meeting
of the stockholders or until their successors shall have been elected and
qualified.
Section 4.03 Change in Number of Directors. The number of directors may be
-----------------------------
increased or decreased by a duly adopted amendment to the Bylaws of the
corporation.
ARTICLE FIVE
INCORPORATORS
The name and address of the incorporator is Robert A. Forrester, 1215
Executive Drive West, Suite 102, Richardson, Texas 75081.
ARTICLE SIX
DIRECTORS' AND OFFICERS' LIABILITY
A director or officer of the corporation shall not be personally liable to
this corporation or its stockholders for damages for breach of fiduciary duty as
a director or officer, but this Article shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or (ii) the unlawful
payment of distributions. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability or a director or
officer of the corporation for acts or omissions prior to such repeal or
modification.
ARTICLE SEVEN
INDEMNIFY
Every person who was or is a party to, or is threatened to be made a party
to, or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact he, or a person of whom he is the
2
<PAGE>
legal representative, is or was a director, or officer of the corporation, or is
or was serving at the request of the corporation as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise, shall be held harmless to the fullest extent legally
permissible under the laws of the State of Nevada from time to time against all
expenses, liabilities and loss (including attorneys' fees, judgments, fines and
amount paid or to be paid in settlement) reasonably incurred or suffered by him
in connection therewith. Such right of indemnification shall be a contract
right which may be enforced in any manner desired by such person. The expenses
of officers and directors incurred in defending a civil or criminal action, shit
or proceeding must be paid by the corporation as they are incurred and in
advance of the final disposition of the action, suit or proceeding, upon receipt
of an undertaking b or on behalf of the director or officer to repay the amount
if it is ultimately determined by a court of competent jurisdiction that he is
not entitled to be indemnified by the corporation. Such right of
indemnification shall not be exclusive of any other right which such directors,
officer or representatives ma have or hereafter acquire, and, without limiting
the generality of such statement, they shall be entitled to their respective
rights of indemnification under any bylaw, agreement, vote of stockholders,
provisions of law, or otherwise, as well as their rights under this Article.
Without limiting the application of the foregoing, the Board of Directors
may adopt bylaws from time to time with respect to indemnification, to provide
at all times the fullest indemnification permitted by the laws of the State of
Nevada, and may cause the corporation to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the corporation as
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprises against any liability
asserted against such capacity or arising out of such status, whether or not the
corporation would have the power to indemnify such person.
The indemnification provided in this Article shall continue as to a person
who has ceased to be a director, officer, employee or agent, and shall inure to
the benefit of the heirs, executors and administrators of such person.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of April,
1994, hereby declaring and certifying that the facts stated hereinabove are
true.
/s/ Robert Forrester
- -----------------------------------
Incorporator
3
<PAGE>
ACKNOWLEDGMENT
--------------
STATE OF TEXAS )
) ss.
COUNTY OF DALLAS )
On this 8 day of April, 1994, personally appeared before me, a Notary
Public, Robert Forrester, who acknowledged to me that he executed the foregoing
instrument.
(Notarial Seal) /s/ Shirley Davis
--------------------------------
Notary Public in and for said
County and State
My Commission expires: 8-18-96
4
<PAGE>
Exhibit 3.2
AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
SPECIALTY TELECONSTRUCTORS, INC.
TO THE SECRETARY OF STATE OF THE STATE OF NEVADA:
Pursuant to the provisions of NRS 78.390, Specialty Teleconstructors, Inc.,
a Nevada corporation (the "Company"), adopts the following Amendment to its
Articles of Incorporation by repealing Section 3.01 of Article III thereof in
its entirety, and substituting therefor a new Section 3.01, as follows:
"Section 3.01. Number and Class. The amount of the total authorized capital
----------------
stock of this corporation is TEN MILLION (10,000,000) shares, par value one
cent ($.01) per share, designated as common stock. The Common Stock may be
issued from time to time without action by the stockholders. The Common
Stock may be issued for such consideration as may be fixed from time to
time by the Board of Directors."
This Amendment to the Articles of Incorporation was approved by the
stockholders of the Company on November 1, 1996, and the number of shares of
common stock of the Corporation voting for the Amendment were sufficient for
approval.
SPECIALTY TELECONSTRUCTORS, INC.
[SEAL] By: /s/ Michael R. Budagher
----------------------------------------
Michael R. Budagher, Chief Executive Officer,
President and Treasurer
ATTEST:
/s/ Dennis K. Hartnett
- -----------------------------------------
Dennis K. Hartnett, Secretary
<PAGE>
STATE OF NEW MEXICO )
) SS:
COUNTY OF BERNALILLO )
Before me, Teresa M. Kelsh , a Notary Public in and
---------------------------------------
for said County and State, personally appeared Michael R. Budagher, who
acknowledged before me that he is the Chief Executive Officer, President and
Treasurer of Specialty Teleconstructors, Inc., a Nevada corporation, and that he
signed the foregoing Amendment to the Articles of Incorporation of Specialty
Teleconstructors, Inc. as his free and voluntary act and deed, for the uses and
purposes therein set forth, and that the facts contained therein are true.
In witness whereof I have hereunto set my hand and seal this 19th day of
December, 1996.
Teresa M. Kelsh
---------------------------------------
Notary Public
My Commission Expires:
February 22, 1999
- -----------------------------
STATE OF NEW MEXICO )
) SS:
COUNTY OF BERNALILLO )
Before me, Teresa M. Kelsh , a Notary Public in
-----------------------------------------
and for said County and State, personally appeared Dennis K. Hartnett, who
acknowledged before me that he is the Secretary of Specialty Teleconstructors,
Inc., a Nevada corporation, and that he signed the foregoing Amendment to the
Articles of Incorporation of Specialty Teleconstructors, Inc. as his free and
voluntary act and deed, for the uses and purposes therein set forth, and that
the facts contained therein are true.
In witness whereof I have hereunto set my hand and seal this 19th day of
December, 1996.
Teresa M. Kelsh
----------------------------------
Notary Public
My Commission Expires:
February 22, 1999
- -------------------------------
<PAGE>
Exhibit 5.1
December 27, 1996
Specialty Teleconstructors, Inc.
12001 Hwy 14 North
Cedar Crest, New Mexico 87008
Re: Registration Statement on Form S-8 Relating to the
Amended and Restated Specialty Teleconstructors, Inc. 1994 Stock Plan
And the Specialty Teleconstructors, Inc. Outside Directors Stock Option
Plan (collectively, the "Plans")
----------------------------------------------
Ladies and Gentlemen:
Reference is made to the above-captioned Registration Statement on Form S-8
(the "Registration Statement") filed by Specialty Teleconstructors, Inc. (the
"Company") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to an aggregate of 450,000 shares of Common Stock,
$.01 par value, of the Company (the "Shares").
We are counsel to the Company and are familiar with the proceedings of its
stockholders and Board of Directors. We have examined original or certified
copies of the Company's articles of incorporation, as amended, the Company's
by-laws, as amended, the corporate records of the Company to the date hereof,
and such other certificates, documents, records and materials as we have deemed
necessary in connection with this opinion letter.
We are members only of the Bar of the State of Texas and are not experts in,
and express no opinion regarding, the laws of any jurisdiction other than the
State of Texas, the United States of America, and the General Corporation Law of
the State of Nevada.
Based upon and subject to the foregoing, we are of the opinion that the
Shares issued or proposed to be issued by the Company pursuant to the Plans will
be, upon receipt of the consideration provided for in the Plans, validly issued,
fully paid and nonassessable after issuance of such Shares in accordance with
the terms of the Plans.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
JORDAAN, HOWARD & PENNINGTON, PLLC
By: /s/ Jeffrey A. Howard, Manager
-------------------------------------
<PAGE>
Exhibit 23.1
KPMG Peat Marwick LLP
6565 Americas Parkway NE, Suite 700
Albuquerque, NM 87190
The Board of Directors
Specialty Teleconstructors, Inc.
We consent to the use of our reports incorporated by reference herein.
KPMG PEAT MARWICK LLP
Albuquerque, New Mexico
December 13, 1996
End of Document
