As filed with the Securities and Exchange Commission on January 10, 2003
Registration No. 333-
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UNITED STATES
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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QUANTA SERVICES, INC.
(Exact name of registrant as specified in charter)
Delaware 75-2851603
(State or other jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
1360 Post Oak Boulevard, Suite 2100
Houston, Texas 77056
(Address, including zip code, of Principal Executive Offices)
QUANTA SERVICES, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
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Dana A. Gordon, Esq. Copy to: T. Mark Edwards, Esq.
Vice President, General Counsel & Secretary Gardere Wynne Sewell LLP
Quanta Services, Inc. 1601 Elm Street
1360 Post Oak Boulevard, Suite 2100 Suite 3000
Houston, Texas 77056 Dallas, Texas 75201
(713) 629-7600 (214) 999-4654
(Name, address, including zip code, and
telephone number, including area code, of
agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered (1) share (2) price (2) registration fee
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Common Stock, $0.00001 1,000,000 shares $3.82 $3,820,000 $351.44
Par value
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(1) Pursuant to Rule 416 under the Securities Act of 1933, shares issuable upon
any stock split, stock dividend or similar transaction with respect to
these shares are also being registered hereunder.
(2) Calculated pursuant to Rule 457(h), based on the average of the high and
low prices for the Common Stock as reported on the New York Stock Exchange
Composite Tape for January 6, 2003.
Shares of Common Stock of the Registrant for issuance upon purchases of
Common Stock under the Plan have been heretofore registered under a Registration
Statement on Form S-8 No. 333-86375 of the Registrant. These shares of Common
Stock and the Plan are described in the Section 10(a) prospectus for this
registration statement in accordance with Rule 429 of the General Rules and
Regulations under the Securities Act of 1933, as amended.
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Section 4.1 of the of the Quanta Services, Inc. 1999 Employee Stock
Purchase Plan (the "Plan") authorized 1,000,000 shares of Common Stock of the
Company to be issued under the Plan, and provides that the number of shares may
be cumulatively increased on June 1, 2000 and each June 1 thereafter by an
amount equal to the lesser of (a) 1,000,000 shares or (b) a lesser amount of
shares determined by the Board. A Registration Statement on Form S-8 (File No.
333-86375) was filed with the Securities and Exchange Commission on September 1,
1999 (the "Prior S-8"), relating to the Plan. Subsequent to the filing of the
Prior S-8, the Board approved a 3-for-2 stock split of Common Stock which was
paid as a stock dividend to holders of the Common Stock of record at the close
of business on March 27, 2000. No additional shares have been required until
June 1, 2002, when an additional 1,000,000 shares of Common Stock were
authorized pursuant to the terms of the Plan for issuance of Common Stock
purchases under the Plan. The contents of the Prior S-8, including documents
incorporated by reference therein, are incorporated by reference into this
Registration Statement.
PART II
Item 8. Exhibits
In addition to the exhibits filed or incorporated by reference into the
Prior S-8, the following documents are filed as Exhibits to this Registration
Statement:
5.1 Opinion of Gardere Wynne Sewell LLP
* 23.1 Consent of Arthur Andersen LLP (omitted pursuant to Rule 437(a))
23.2 Consent of legal counsel (included as part of Exhibit 5.1)
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement)
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* After reasonable efforts, the Registrant has been unable to obtain the consent
of Arthur Andersen LLP in the incorporation in this Registration Statement of
its report with respect to the Registrant's consolidated financial statements,
which appeared in the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001. Under these circumstances, Rule 437(a) under the Securities
Act permits this Registration Statement to be filed without the written consent
from Arthur Andersen LLP. As a result, participants eligible to obtain Common
Stock under the Plan registered hereby may not be able to recover damages from
Arthur Andersen LLP under Section 11 of the Securities Act, for any untrue
statement of a material fact or any omission to state a material fact, contained
in the Registrant's consolidated financial statements for the year ended
December 31, 2001.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Houston, and the State of Texas, on January 10, 2003.
QUANTA SERVICES, INC.
(Registrant)
By: /s/ JOHN R. COLSON
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John R. Colson
Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints John R. Colson and James H. Haddox
and each of them (with full power to act alone), as attorneys and agents for the
undersigned, with full power of substitution, for and in the name, place and
stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 any and all amendments and exhibits
to this Registration Statement and any and all applications, instruments and
other documents to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered hereby, with full power
and authority to do and perform any and all acts and things whatsoever requisite
or desirable.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on January 10, 2003.
Signature Title
--------- -----
/s/ JOHN R. COLSON Chief Executive Officer and Chairman of the
----------------------------------- Board of Directors
John R. Colson (principal executive officer)
/s/ JAMES H. HADDOX Chief Financial Officer
----------------------------------- (principal financial officer)
James H. Haddox
/s/ DERRICK A. JENSEN Vice President, Controller and Chief Account-
----------------------------------- ing Officer (principal accounting officer)
Derrick A. Jensen
/s/ VINCENT D. FOSTER Director
-----------------------------------
Vincent D. Foster
II-2
Signature Title
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/s/ JAMES R. BALL Director
-----------------------------------
James R. Ball
Director
-----------------------------------
Terrence P. Dunn
/s/ LOUIS C. GOLM Director
-----------------------------------
Louis C. Golm
/s/ BEN A. GUILL Director
-----------------------------------
Ben A. Guill
/s/ GARY A. TUCCI Director
-----------------------------------
Gary A. Tucci
/s/ JOHN R. WILSON Director
-----------------------------------
John R. Wilson
II-3
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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5.1 Opinion of Gardere Wynne Sewell LLP
* 23.1 Consent of Arthur Andersen LLP - (omitted pursuant to Rule 437(a))
23.2 Consent of Gardere Wynne Sewell LLP (included as part of Exhibit 5.1)
24.1 Power of Attorney (set forth on the signature page of the
Registration Statement)
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* After reasonable efforts, the Registrant has been unable to obtain the consent
of Arthur Andersen LLP in the incorporation in this Registration Statement of
its report with respect to the Registrant's consolidated financial statements,
which appeared in the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001. Under these circumstances, Rule 437(a) under the Securities
Act permits this Registration Statement to be filed without the written consent
from Arthur Andersen LLP. As a result, participants eligible to obtain Common
Stock under the Plan registered hereby may not be able to recover damages from
Arthur Andersen LLP under Section 11 of the Securities Act, for any untrue
statement of a material fact or any omission to state a material fact, contained
in the Registrant's consolidated financial statements for the year ended
December 31, 2001.