-----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, JeHJYIM9gW2pF+TDew5OIOqwVTx6LL39Rl7uE+5CRTOZ04VNMrF6lZUyZXdgGo6A zGXUzL1ab25aclwD6FWp8w== 0000899243-02-001034.txt : 20020416 0000899243-02-001034.hdr.sgml : 20020416 ACCESSION NUMBER: 0000899243-02-001034 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020409 EFFECTIVENESS DATE: 20020409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENCOMPASS SERVICES CORP CENTRAL INDEX KEY: 0001039690 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 760535259 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-85920 FILM NUMBER: 02606121 BUSINESS ADDRESS: STREET 1: 3 E GREENWAY PLAZA STREET 2: SUITE 1500 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7138600100 MAIL ADDRESS: STREET 1: 3 E GREENWAY PLAZA STREET 2: SUITE 1500 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: GROUP MAINTENANCE AMERICA CORP DATE OF NAME CHANGE: 19970723 S-8 1 ds8.txt EIMPLOYEE STOCK PURCHASE AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 9, 2002 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENCOMPASS SERVICES CORPORATION (Exact name of registrant as specified in its charter) TEXAS 76-0535259 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3 GREENWAY PLAZA, SUITE 2000 77046 HOUSTON, TEXAS (Zip code) (Address of principal executive offices) ENCOMPASS EMPLOYEE STOCK PURCHASE PLAN (Full title of plan) GRAY H. MUZZY SENIOR VICE PRESIDENT AND GENERAL COUNSEL 3 GREENWAY PLAZA, SUITE 2000 HOUSTON, TEXAS 77046 (Name and address of agent for service) (713) 860-0100 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
==================================================================================================== Proposed Title of Securities Amount to be Maximum Aggregate Amount of to be Registered (1) Registered Offering Price (2) Registration Fee - ----------------------------------------------------------------------------------------------------- Common Stock, $.001 par value 1,000,000 shares $1,700,000 $156.40 =====================================================================================================
(1) Pursuant to Rule 416, this Registration Statement shall be deemed to cover such additional shares of the Registrant's Common Stock as may become issuable pursuant to the antidilution provisions of the Encompass Employee Stock Purchase Plan. (2) Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low sale prices of the Common Stock as reported on the New York Stock Exchange on April 5, 2002 ($1.70 per share). PART I STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES The Registrant previously filed a Registration Statement on Form S-8 with the Securities and Exchange Commission on or about May 12, 1999 (SEC File No. 333-78311) (the "Previous Form S-8") in connection with the GroupMAC Employee Stock Purchase Plan. The Registrant has since changed its name to Encompass Services Corporation and the name of the plan to the Encompass Employee Stock Purchase Plan (the "Plan"). This Registration Statement registers additional shares of the Registrant's Common Stock to be issued pursuant to the Plan. The contents of the Previous Form S-8 and periodic reports that the Registrant filed after the Previous Form S-8 to maintain current information about the Registrant are hereby incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. 5.1 Opinion of Gray H. Muzzy, Senior Vice President, General Counsel and Secretary 23.1 Consent of KPMG LLP 23.2 Consent of PricewaterhouseCoopers LLP 23.3 Consent of Gray H. Muzzy (included in his opinion filed as Exhibit 5.1) 24.1 Powers of Attorney 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; (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 (i) and (ii) do not apply if the Registration Statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in 2 periodic reports filed 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 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 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 public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. 3 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 or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on April 5, 2002. ENCOMPASS SERVICES CORPORATION /s/ Gray H. Muzzy ------------------ Gray H. Muzzy Senior Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment thereto has been signed by the following persons in the indicated capacities on April 5, 2002.
Signature Title - --------- ------ /s/ J. Patrick Millinor, Jr.* Chairman of the Board; Director - ------------------------------------------ J. Patrick Millinor, Jr. /s/ Joseph M. Ivey President and Chief - ------------------------------------------ Executive Officer; Director Joseph M. Ivey (principal executive officer) /s/ Darren B. Miller Senior Vice President and Chief Financial Officer - ------------------------------------------ (principal financial officer) Darren B. Miller /s/ L. Scott Biar Vice President, Chief Accounting Officer - ------------------------------------------ (principal accounting officer) L. Scott Biar /s/ Andrew Africk* Director - ------------------------------------------ Andrew Africk /s/ Vincent W. Eades* Director - ------------------------------------------ Vincent W. Eades
4
/s/ Michael Gross* Director - ------------------------------------------ Michael Gross /s/ Scott Kleinman * Director - ------------------------------------------ Scott Kleinman /s/ Donald L. Luke * Director - ------------------------------------------ Donald L. Luke /s/ Lucian L. Morrison* Director - ------------------------------------------ Lucian L. Morrison /s/ William M. Mounger, II* Director - ------------------------------------------ William M. Mounger, II /s/ John M. Sullivan* Director - ------------------------------------------ John M. Sullivan *By: /s/ Gray H. Muzzy -------------------------------------- Gray H. Muzzy (Attorney-in-Fact for persons indicated)
5 EX-5.1 3 dex51.txt OPINION OF GRAY H. MUZZY SR. V.P. GC AND SECRETARY EXHIBIT 5.1 April 5, 2002 Encompass Services Corporation 3 Greenway Plaza, Suite 2000 Houston, Texas 77046 Ladies and Gentlemen: As Senior Vice President, General Counsel and Secretary of Encompass Services Corporation, a Texas corporation (the "Company"), I am familiar with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of the sale of up to 1,000,000 additional shares (the "Shares") of common stock, $.001 par value, of the Company to employees, directors or consultants pursuant to the Encompass Employee Stock Purchase Plan (the "Plan"). I have reviewed the Form S-8 Registration Statement ("Registration Statement") filed with the Securities and Exchange Commission (the "Commission") under the Securities Act. I also have examined (i) the Amended and Restated Articles of Incorporation of the Company, as amended; (ii) the By-laws of the Company, as amended; (iii) certain resolutions adopted by the Board of Directors of the Company and committees thereof; and (iv) such other documents and records as I have deemed necessary for purposes hereof. In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents and records submitted to me as originals, the conformity to authentic original documents and records of all documents and records submitted to me as copies, and the truthfulness of all statements of fact contained therein. Based on the foregoing and subject to the qualifications set forth herein, and having due regard for such legal considerations as I deem relevant, I am of the opinion that: 1. The Company is a corporation duly incorporated and validly existing under the laws of the State of Texas; and 2. The Shares, when issued and paid for in accordance with the terms and conditions of the Plan, will have been duly authorized, validly issued, fully paid and nonassessable. The foregoing opinion is based on and is limited to the law of the State of Texas and the relevant law of the United States of America, and I render no opinion with respect to the law of any other jurisdiction. This opinion is solely for your benefit and may not be relied on or furnished to any other person without my prior written consent. I consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. By giving such consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, Gray H. Muzzy EX-23.1 4 dex231.txt CONSENT OF KPMG LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Directors Encompass Services Corporation: We consent to the incorporation by reference in this registration statement on Form S-8 of Encompass Services Corporation of our report dated February 19, 2002, relating to the consolidated balance sheets of Encompass Services Corporation and Subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of operations, shareholders' equity and other comprehensive income and cash flows for the years then ended, which report appears in the December 31, 2001, annual report on Form 10-K of Encompass Services Corporation. Our report refers to a change in the method of accounting for derivative instruments and hedging activities in 2001. KPMG LLP Houston, Texas April 4, 2002 EX-23.2 5 dex232.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 12, 2000, except as to Note 13, which is as of March 5, 2002, relating to the financial statements, which appears in Encompass Services Corporation's Annual Report on Form 10-K for the year ended December 31, 2001. PRICEWATERHOUSECOOPERS LLP Minneapolis, Minnesota April 4, 2002 EX-24.1 6 dex241.txt POWERS OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed registration on one or more Forms S-8 under the Securities Act of 1933, as amended, by Encompass Services Corporation, a Texas corporation (the "Company"), relating to the offering to participants in the Encompass Employee Stock Purchase Plan (collectively, the "Plan"), of additional shares of the Company's Common Stock, including the related interests in the Plan, the undersigned director of the Company hereby constitutes and appoints Gray H. Muzzy, with full power to act without the other, the undersigned's true and lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for the undersigned and on the undersigned's behalf and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-8 relating to such securities and any amendments or post- effective amendments thereto and file the same with Securities and Exchange Commission and to sign and file all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorney full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, thereby ratifying and confirming all that the sale attorney- in-fact and agent may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereto signed this power of attorney this 1st day of March, 2002. /s/ ANDREW AFRICK _________________________________________ Andrew Africk EXHIBIT 24.1 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed registration on one or more Forms S-8 under the Securities Act of 1933, as amended, by Encompass Services Corporation, a Texas corporation (the "Company"), relating to the offering to participants in the Encompass Employee Stock Purchase Plan (collectively, the "Plan"), of additional shares of the Company's Common Stock, including the related interests in the Plan, the undersigned director of the Company hereby constitutes and appoints Gray H. Muzzy, with full power to act without the other, the undersigned's true and lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for the undersigned and on the undersigned's behalf and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-8 relating to such securities and any amendments or post- effective amendments thereto and file the same with Securities and Exchange Commission and to sign and file all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorney full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, thereby ratifying and confirming all that the sale attorney- in-fact and agent may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereto signed this power of attorney this 1st day of March, 2002. /s/ VINCENT W. EADES ___________________________________ Vincent W. Eades EXHIBIT 24.1 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed registration on one or more Forms S-8 under the Securities Act of 1933, as amended, by Encompass Services Corporation, a Texas corporation (the "Company"), relating to the offering to participants in the Encompass Employee Stock Purchase Plan (collectively, the "Plan"), of additional shares of the Company's Common Stock, including the related interests in the Plan, the undersigned director of the Company hereby constitutes and appoints Gray H. Muzzy, with full power to act without the other, the undersigned's true and lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for the undersigned and on the undersigned's behalf and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-8 relating to such securities and any amendments or post- effective amendments thereto and file the same with Securities and Exchange Commission and to sign and file all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorney full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, thereby ratifying and confirming all that the sale attorney- in-fact and agent may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereto signed this power of attorney this 1st day of March, 2002. /s/ MICHAEL GROSS ___________________________________ Michael Gross EXHIBIT 24.1 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed registration on one or more Forms S-8 under the Securities Act of 1933, as amended, by Encompass Services Corporation, a Texas corporation (the "Company"), relating to the offering to participants in the Encompass Employee Stock Purchase Plan (collectively, the "Plan"), of shares of the Company's Common Stock, including the related interests in the Plan, the undersigned director of the Company hereby constitutes and appoints Gray H. Muzzy, with full power to act without the other, the undersigned's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and on the undersigned's behalf and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-8 relating to such securities and any amendments or post-effective amendments thereto and file the same with Securities and Exchange Commission and/or the U.S. Office of Thrift Supervision and to sign and file all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorney full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, thereby ratifying and confirming all that the sale attorney-in-fact and agent may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereto signed this power of attorney this 1st day of March, 2002. /s/ SCOTT KLEINMAN ___________________________________ Scott Kleinman EXHIBIT 24.1 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed registration on one or more Forms S-8 under the Securities Act of 1933, as amended, by Encompass Services Corporation, a Texas corporation (the "Company"), relating to the offering to participants in the Encompass Employee Stock Purchase Plan (collectively, the "Plan"), of additional shares of the Company's Common Stock, including the related interests in the Plan, the undersigned directors of the Company hereby constitutes and appoints Gray H. Muzzy, with full power to act without the other, the undersigned's true and lawful attorney- in-fact and agent, with full power of substitution and resubstitution, for the undersigned and on the undersigned's behalf and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-8 relating to such securities and any amendments or post- effective amendments thereto and file the same with Securities and Exchange Commission and to sign and file all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorney full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, thereby ratifying and confirming all that the sale attorney- in-fact and agent may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereto signed this power of attorney this 1st day of March, 2002. /s/ DONALD L. LUKE ___________________________________ Donald L. Luke EXHIBIT 24.1 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed registration on one or more Forms S-8 under the Securities Act of 1933, as amended, by Encompass Services Corporation, a Texas corporation (the "Company"), relating to the offering to participants in the Encompass Employee Stock Purchase Plan (collectively, the "Plan"), of additional shares of the Company's Common Stock, including the related interests in the Plan, the undersigned directors of the Company hereby constitutes and appoints Gray H. Muzzy, with full power to act without the other, the undersigned's true and lawful attorney- in-fact and agent, with full power of substitution and resubstitution, for the undersigned and on the undersigned's behalf and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-8 relating to such securities and any amendments or post- effective amendments thereto and file the same with Securities and Exchange Commission and to sign and file all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorney full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, thereby ratifying and confirming all that the sale attorney- in-fact and agent may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereto signed this power of attorney this 1st day of March, 2002. /s/ J. PATRICK MILLINOR, JR. ___________________________________ J. Patrick Millinor, Jr. EXHIBIT 24.1 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed registration on one or more Forms S-8 under the Securities Act of 1933, as amended, by Encompass Services Corporation, a Texas corporation (the "Company"), relating to the offering to participants in the Encompass Employee Stock Purchase Plan (collectively, the "Plan"), of additional shares of the Company's Common Stock, including the related interests in the Plan, the undersigned director of the Company hereby constitutes and appoints Gray H. Muzzy, with full power to act without the other, the undersigned's true and lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for the undersigned and on the undersigned's behalf and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-8 relating to such securities and any amendments or post- effective amendments thereto and file the same with Securities and Exchange Commission and to sign and file all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorney full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, thereby ratifying and confirming all that the sale attorney- in-fact and agent may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereto signed this power of attorney this 1st day of March, 2002. /s/ LUCIAN L. MORRISON ___________________________________ Lucian L. Morrison EXHIBIT 24.1 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed registration on one or more Forms S-8 under the Securities Act of 1933, as amended, by Encompass Services Corporation, a Texas corporation (the "Company"), relating to the offering to participants in the Encompass Employee Stock Purchase Plan (collectively, the "Plan"), of additional shares of the Company's Common Stock, including the related interests in the Plan, the undersigned director of the Company hereby constitutes and appoints Gray H. Muzzy, with full power to act without the other, the undersigned's true and lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for the undersigned and on the undersigned's behalf and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-8 relating to such securities and any amendments or post- effective amendments thereto and file the same with Securities and Exchange Commission and to sign and file all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorney full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, thereby ratifying and confirming all that the sale attorney- in-fact and agent may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereto signed this power of attorney this 1st day of March, 2002. /s/ WILLIAM M. MOUNGER, II ___________________________________ William M. Mounger, II EXHIBIT 24.1 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed registration on one or more Forms S-8 under the Securities Act of 1933, as amended, by Encompass Services Corporation, a Texas corporation (the "Company"), relating to the offering to participants in the Encompass Employee Stock Purchase Plan (collectively, the "Plan"), of additional shares of the Company's Common Stock, including the related interests in the Plan, the undersigned director of the Company hereby constitutes and appoints Gray H. Muzzy, with full power to act without the other, the undersigned's true and lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for the undersigned and on the undersigned's behalf and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-8 relating to such securities and any amendments or post- effective amendments thereto and file the same with Securities and Exchange Commission and to sign and file all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorney full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, thereby ratifying and confirming all that the sale attorney- in-fact and agent may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereto signed this power of attorney this 1st day of March, 2002. /s/ JOHN M. SULLIVAN ___________________________________ John M. Sullivan -----END PRIVACY-ENHANCED MESSAGE-----