-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T04cB5t5yBPQ7o4ChAxS/0by0chrjilhmZFD0QPdRszYY27KAL+RjULacdNFTdZc ngiJS3C5Z18db2/qKytgqQ== /in/edgar/work/20000609/0000950170-00-000970/0000950170-00-000970.txt : 20000919 0000950170-00-000970.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950170-00-000970 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000609 EFFECTIVENESS DATE: 20000609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MASTEC INC CENTRAL INDEX KEY: 0000015615 STANDARD INDUSTRIAL CLASSIFICATION: [1623 ] IRS NUMBER: 650829355 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-38940 FILM NUMBER: 652269 BUSINESS ADDRESS: STREET 1: 3155 N W 77TH AVE CITY: MIAMI STATE: FL ZIP: 33122 BUSINESS PHONE: 3055991800 MAIL ADDRESS: STREET 1: 3155 NW 77TH AVENUE STREET 2: SUITE 115 CITY: MIAMI STATE: FL ZIP: 33122-1205 FORMER COMPANY: FORMER CONFORMED NAME: BURNUP & SIMS INC DATE OF NAME CHANGE: 19920703 S-8 1 0001.txt As filed with the Securities and Exchange Commission on June 9, 2000. 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) -------------- Florida 65-0829355 ------------------------------- ------------------- (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) -------------- 1994 Stock Incentive Plan -------------- (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
================================================================================================================================== 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) - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.10 per share 1,000,000 $69.6875 $69,687,500 $18,397.50 ================================================================================================================================== (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.
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 - ------- ----------- 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 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 ------------------------------------------------- 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.
Signature Title Date - --------- ----- ---- /s/Jorge Mas Chairman of the Board of Directors June 9, 2000 - --------------------------------- 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 - ------------------------------------ Arthur B. Laffer /s/Olaf Olafsson Director June 9, 2000 - ------------------------------------- Olaf Olafsson /s/William L. Shiebler Director June 9, 2000 - ---------------------------------- William L. Shiebler /s/Jose S. Sorzano Director June 9, 2000 - --------------------------------------- Jose S. Sorzano
II-2 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 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 EX-5.1 2 0002.txt EXHIBIT 5.1 LAW OFFICES STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. MUSEUM TOWER 150 WEST FLAGLER STREET MIAMI, FLORIDA 33130 --------- MIAMI (305) 789-3200o BROWARD (954) 463-5440 FAX (305) 789-3395 WWW.STEARNSWEAVER.COM E. RICHARD ALHADEFF LISHA D. HOGUE PATRICIA A. REDMOND OWEN S. FREED LOUISE JACOWITZ ALLEN ALICE R. HUNEYCUTT ELIZABETH G. RICE SENIOR COUNSEL STUART D. AMES RICHARD B. JACKSON GLENN M. RISSMAN ALEXANDER ANGUEIRA THEODORE A. JEWELL KEITH E. ROUNSAVILLE DAVID M. SMITH LAWRENCE J. BAILIN SHARON LEE JOHNSON STEVEN D. RUBIN LAND USE CONSULTANT ANA T. BARNETT MICHAEL I. KEYES MIMI L. SALL PATRICK A. BARRY ROBERT T. KOFMAN NICOLE S. SAYFIE SHAWN BAYNE CHAD K. LANG RICHARD E. SCHATZ TAMPA OFFICE SUSAN FLEMING BENNETT FRANK J. LOPEZ DAVID M. SEIFER SUITE 2200 LISA K. BERG TERRY M. LOVELL JOSE G. SEPULVEDA SUNTRUST FINANCIAL CENTRE MARK J. BERNET JOY SPILLIS LUNDEEN JAY B. SHAPIRO 401 EAST JACKSON STREET HANS C. BEYER GEOFFREY MacDONALD MARTIN S. SIMKOVIC TAMPA, FLORIDA 33602 RICHARD I. BLINDERMAN MONA E. MARKUS CURTIS H. SITTERSON -------- MATTHEW W. BUTTRICK BRIAN J. McDONOUGH MARK D. SOLOV (813) 223-4800 JENNIFER STEARNS BUTTRICK ANTONIO R. MENENDEZ EUGENE E. STEARNS PETER L. DESIDERIO FRANCISCO J. MENENDEZ THOMAS T. STEELE MARK P. DIKEMAN ALISON W. MILLER BRADFORD SWING FORT LAUDERDALE OFFICE DREW M. DILLWORTH VICKI LYNN MONROE SUSAN J. TOEPFER SUITE 1900 SHARON QUINN DIXON HAROLD D. MOOREFIELD, JR. ANNETTE TORRES 200 EAST BROWARD BOULEVARD ALAN H. FEIN JIMMY L. MORALES DENNIS R. TURNER FORT LAUDERDALE, FLORIDA 33301 ANGELO M. FILIPPI JOHN N. MURATIDES RONALD L. WEAVER -------- ELISE FRIEDBAUER JOHN K. OLSON ROBERT I. WEISSLER (954) 462-9500 ROBERT E. GALLAGHER, JR. JEFFREY A. NORMAN PATRICIA G. WELLES CHAVA E. GENET KARA E. PLUNKETT MARTIN B. WOODS LATASHA A. GETHERS DAVID C. POLLACK PATRICIA K. GREEN DARRIN J. QUAM JOSEPH K. HALL JOHN M. RAWICZ
June 9, 2000 Jose Sariego, Esq. Senior Vice President - General Counsel MasTec, Inc. 3155 N.W. 77th Avenue Miami, Florida 33122-1205 Re: MasTec, Inc. Registration Statement on Form S-8 Dear Mr. Sariego: As counsel to MasTec, Inc., a Florida corporation (the "Corporation"), we have examined the Articles of Incorporation and Bylaws of the Corporation, as well as such other documents and proceedings as we have considered necessary for the purposes of this opinion. We have also examined and are familiar with the Corporation's Registration Statement on Form S-8 (the "Registration Statement"), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to 1,000,000 shares of the Corporation's common stock, par value $.10 per share (the "Common Stock"), issuable by the Corporation pursuant to the Corporation's 1994 Incentive Stock Option Plan (the "Plan"). In rendering this opinion, we have assumed, without independent investigation: (i) the authenticity of all documents submitted to us as originals; (ii) the conformity to original documents of all documents submitted to us as certified or photostatic copies and (iii) the genuineness of all signatures. In addition, as to questions of fact material to the opinions expressed herein, we have relied upon such certificates of public officials, corporate agents and officers of the Corporation and such other certificates as we deemed relevant. Based upon the foregoing, and having regard to legal considerations which we deem relevant, we are of the opinion that following the issuance and delivery of the Common Stock by the Corporation under the Plan, against payment of adequate consideration therefor to the Corporation in accordance with the terms of the Plan, the Common Stock will be validly issued, fully paid and non-assessable. This opinion is intended solely for the Corporation's use in connection with the registration of the Common Stock and may not be relied upon for any other purpose or by any other person. This opinion may not be quoted in whole or in part or otherwise referred to or furnished to any other person except in response to a valid subpoena. This opinion is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. This opinion is rendered as of the date hereof, and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in facts or law that may hereafter occur. We hereby consent to the inclusion of this opinion letter as an exhibit to the Registration Statement. Very truly yours, /s/ Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. EX-23.1 3 0003.txt EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 26, 2000 relating to the financial statements of MasTec, Inc., which appear in MasTec, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. /s/ PricewaterhouseCoopers, LLP Miami, Florida June 8, 2000 EX-23.2 4 0004.txt EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement on Form S-8 of MasTec, Inc., of our report dated March 31, 1999, on our audits of the consolidated financial statements as of December 31, 1998, and for the year then ended, of Sintel, S.A., a subsidiaries. /s/ Arthur Andersen ARTHUR ANDERSEN Madrid, Spain June 8, 2000 -----END PRIVACY-ENHANCED MESSAGE-----