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) -------------- 1999 Non-Qualified Employee Stock Option 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 October 4, 1999, the Board of Directors of MasTec, Inc. (the "Company"), approved an amendment to the Company's 1999 Non-Qualified Employee Stock Option Plan (the "1999 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. 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 1999 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 May 5, 1999 (Registration No. 333-77823) (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).