S-3: Registration statement for specified transactions by certain issuers
Published on June 23, 1999
As filed with the Securities and Exchange Commission on June 23, 1999
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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QUANTA SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Brad Eastman
Vice President and General Counsel
1360 Post Oak Boulevard, Suite 2100
Houston, Texas 77056
(713) 629-7600
(Name, address, including zip code, and telephone number, including area code,
of registrant's principal executive offices and agent for service)
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Copies to:
J. Patrick Ryan
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1500 Bank of America Plaza
300 Convent Street
San Antonio, Texas 78205
(210) 281-7000
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Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
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CALCULATION OF REGISTRATION FEE
(1) Pursuant to Rule 457(c), the offering price and registration fee are
computed on the basis of the average of the high and low prices of the
Common Stock, as reported by the New York Stock Exchange on June 18, 1999.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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The information in this prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registraton
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
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Subject to Completion
June 23, 1999
168,618 Shares
[Logo of Quanta appears here]
Common Stock
The 168,618 shares of our common stock being offered by this prospectus are
being offered by the selling stockholders listed under the heading "Selling
Stockholders" on page 12. The shares of common stock will be sold by the selling
stockholders from time to time.
We will not receive any of the proceeds from the sale of the common stock
by the selling stockholders. Our common stock is traded on the New York Stock
Exchange under the symbol "PWR." On June 18, 1999, the last reported sale price
for the common stock on the New York Stock Exchange was $37.00 per share.
Investing in our common stock involves risks which are described in the section
entitled "Risk Factors" beginning on page 5.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
______________________________
The date of this prospectus is ____________, 1999
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You should rely only on the information contained in this prospectus
supplement and the accompanying prospectus. We have not authorized any other
person to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. We are not
making an offer to sell these securities in any jurisdiction where the offer or
sale is not permitted. You should assume that the information appearing in this
prospectus supplement is accurate as of the date on the front cover of this
prospectus supplement only. Our business, financial condition, results of
operations and prospects may have changed since that date.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements, and
other information with the Securities and Exchange Commission. You may read and
copy any reports, statements, or other information we file with the SEC at its
public reference rooms in Washington, D.C., New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to the public at the
SEC's web site at http://www.sec.gov. In addition, you can inspect and copy our
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reports, proxy statements and other information at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005, on which our common
stock is listed.
We filed a registration statement on Form S-3 to register with the SEC our
common stock offered by the selling stockholders. This prospectus is part of
that registration statement. As permitted by SEC rules, this prospectus does not
contain all of the information you can find in the registration statement or the
exhibits to the registration statement.
The SEC allows us to "incorporate by reference" the information we filed
with them, which means that we can disclose important information to you by
referring to another document filed separately with the SEC. The information
incorporated by reference is considered to be a part of this prospectus, and
information later filed with the SEC will update and supersede this information.
We incorporate by reference the documents listed below:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 1998;
2. Quarterly Report on Form 10-Q for the three months ended March 31,
1999.
3. Current Report on Form 8-K filed February 26, 1999, as amended by Form
8-K/A filed April 23, 1999.
4. Current Report on Form 8-K filed June 17, 1999.
You may request a copy of these filings, at no cost, by writing or
telephoning:
Quanta Services, Inc.
Attn: Corporate Secretary
1360 Post Oak Blvd., Suite 2100
Houston, Texas 77056
(713) 629-7600
You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of the document.
ABOUT QUANTA SERVICES, INC.
We are a leading provider of specialty contracting and maintenance services
primarily for the electric and telecommunications infrastructure in North
America. We also install transportation
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control and lighting systems and provide specialty contracting services to
commercial and industrial customers.
We are a Delaware corporation and our executive offices are located at 1360
Post Oak Blvd., Suite 2100, Houston, Texas 77056. Our telephone number at that
address is (713) 629-7600.
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RISK FACTORS
An investment in our common stock involves a high degree of risk. You
should carefully consider the risks described below and the other information
contained in this prospectus before deciding to invest in our common stock. We
believe the following risks represent the known, material risks facing our
company, in addition to the risks which typically face any company in our
industry. If any of the following risks actually occur, our business, financial
condition and operating results could be materially adversely affected. In that
case, the trading price of our common stock could decline, and you could lose a
part or all of your investment.
We have a limited history of operating and integrating our acquired businesses
If we are unable to integrate or successfully manage the companies we have
acquired or may acquire in the future, our business, financial condition and
results of operations could be materially and adversely affected. We were
founded in August 1997 but conducted no operations and generated no revenues
prior to acquiring four businesses in February 1998. These four businesses and
the other businesses we have acquired since February 1998 have been operating as
separate entities and we expect that these businesses and any others we acquire
will continue to operate as separate entities with a large degree of operating
autonomy. To manage the combined enterprise on a profitable basis, we must
institute certain necessary common systems and procedures. We intend to
integrate the computer, accounting and financial reporting systems, and certain
of the operational, administrative, banking and insurance procedures of the
businesses we acquire. However, we cannot be certain that we will successfully
institute these common systems and procedures. In addition, we cannot be certain
that our recently assembled management group will be able to successfully manage
the businesses we acquire as a combined entity and effectively implement our
operating or growth strategies.
There are risks related to our operating and internal growth strategies
A key element of our strategy is to increase the profitability and revenues
of the businesses we acquire. Although we have begun to implement this strategy
by various means, we cannot be certain that we will be able to continue to do so
successfully. Another key component of our strategy is to operate the businesses
we acquire on a decentralized basis, with local management retaining
responsibility for day-to-day operations, profitability and the internal growth
of the individual business. If we do not implement proper overall business
controls, this decentralized operating strategy could result in inconsistent
operating and financial practices at the businesses we acquire, and our overall
profitability could be adversely affected. Our ability to generate internal
growth will be affected by, among other factors, our ability to:
. expand the range of services we offer to customers;
. attract new customers;
. increase the number of projects performed for existing customers;
. hire and retain employees;
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. open additional facilities; and
. reduce operating and overhead expenses.
Many of the factors affecting our ability to generate internal growth may
be beyond our control, and we cannot be certain that our strategies will be
successful or that we will be able to generate cash flow sufficient to fund our
operations and to support internal growth. Our inability to achieve internal
growth could materially and adversely affect our business, financial condition
and results of operations.
We may be unsuccessful in identifying or integrating acquired companies
We have grown rapidly through the acquisition of our 24 existing operating
subsidiaries. A principal part of our business growth strategy will be to make
additional acquisitions on a selective basis as opportunities arise. One of our
principal growth strategies is to increase our revenues and the markets we serve
through the acquisition of additional electric and telecommunications
infrastructure contracting companies. We expect to face competition for
acquisition candidates, which may limit the number of acquisition opportunities
and may lead to higher acquisition prices. We cannot be sure that we will be
able to identify, acquire or profitably manage additional businesses. We also
cannot be sure that we can integrate successfully any acquired businesses with
our other operations without substantial costs, delays or other operational or
financial problems. Further, acquisitions involve a number of special risks
which could materially and adversely affect our business, financial condition
and results of operations. These special risks include:
. failure of the acquired businesses to achieve the results we
expect;
. diversion of our management's attention from operational matters;
. our inability to retain key personnel of the acquired businesses;
. risks associated with unanticipated events or liabilities;
. difficulties integrating the operations and personnel of acquired
companies;
. the potential disruption of our business;
. the difficulty of maintaining uniform standards, controls,
procedures and policies; and
. customer dissatisfaction or performance problems at the acquired
business may materially and adversely affect the reputation of our
company.
We may not have access to sufficient funding to finance future acquisitions
If we cannot secure additional financing on acceptable terms, we may be
unable to pursue our acquisition strategy successfully and we may be unable to
support our growth strategy. We cannot readily predict the timing, size and
success of our acquisition efforts or the capital we will need for these
efforts. We intend to continue to use our common stock for all or a portion of
the consideration for future acquisitions. These issuances could have a dilutive
effect on our then existing
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stockholders. If our common stock does not maintain a sufficient market value or
potential acquisition candidates are unwilling to accept our common stock as
part of the consideration for the sale of their businesses, we may be required
to utilize more of our cash resources to pursue our acquisition program. Using
cash for acquisitions limits our financial flexibility and makes us more likely
to seek additional capital through future debt or equity financings. If we seek
more debt, we may have to agree to financial covenants that limit our
operational and financial flexibility. If we seek more equity, we may dilute the
ownership interests of our then existing stockholders. When we seek additional
debt or equity financings, we cannot be certain that additional debt or equity
will be available to us at all or on terms acceptable to us. Our $350 million
revolving credit facility contains a requirement to obtain the consent of the
lenders for acquisitions exceeding a certain level of cash consideration.
Our business growth could outpace the capability of our corporate management and
systems
We expect to grow both internally and through acquisitions. We expect to
expend significant time and effort in evaluating, completing and integrating
acquisitions and opening new facilities. We cannot be certain that our systems,
procedures and controls will be adequate to support our operations as they
expand. Any future growth also will impose significant additional
responsibilities on members of our senior management, including the need to
recruit and integrate new senior level managers and executives. We cannot be
certain that we can recruit and retain such additional managers and executives.
To the extent that we are unable to manage our growth effectively, or are unable
to attract and retain additional qualified management, our financial condition
and results of operations could be materially and adversely affected.
We may be unable to attract and retain qualified employees
Our ability to provide high-quality services on a timely basis requires
that we employ an adequate number of skilled electricians, journeymen linemen
and project managers. Accordingly, our ability to increase our productivity and
profitability will be limited by our ability to employ, train and retain skilled
personnel necessary to meet our requirements. We, like many of our competitors,
are currently experiencing shortages of qualified personnel. We cannot be
certain that we will be able to maintain an adequate skilled labor force
necessary to operate efficiently and to support our growth strategy or that our
labor expenses will not increase as a result of a shortage in the supply of
skilled personnel.
The extent of our unionized workforce could adversely affect our operations on
acquisition strategy
As of December 31, 1998, approximately 43% of our employees were covered by
collective bargaining agreements. Although the majority of these agreements
prohibit strikes and work stoppages, we cannot be certain that strikes or work
stoppages will not occur in the future. Strikes or work stoppages would
adversely impact our relationship with our customers and could materially and
adversely affect our business, financial condition and results of operations. In
addition, our acquisition strategy could be adversely affected because of our
union status for a variety of reasons. For instance, our union agreements may be
incompatible with the union agreements of a business we want to acquire and some
businesses may not want to become affiliated with a union based company.
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We may be unable to successfully compete with other companies in the industry
The electric and telecommunications infrastructure contracting industry is
highly competitive and is served by numerous small, owner-operated private
companies, public companies and several large regional companies. In addition,
relatively few barriers prevent entry into our industry As a result, any
organization that has adequate financial resources and access to technical
expertise may become one of our competitors. Competition in the industry depends
on a number of factors, including price. Certain of our competitors may have
lower overhead cost structures and may, therefore, be able to provide their
services at lower rates than we can provide such services. In addition, some of
our competitors are larger and have greater resources than us. We cannot be
certain that our competitors will not develop the expertise, experience and
resources to provide services that are superior in both price and quality to our
services. Similarly, we cannot be certain that we will be able to maintain or
enhance our competitive position.
We may also face competition from the in-house service organizations of our
existing or prospective customers. Electric utility and telecommunications
service providers usually employ personnel who perform some of the same types of
services as we do. We cannot be certain that our existing or prospective
customers will continue to outsource services in the future.
Our dependence upon fixed price contracts and master service agreements could
adversely affect our business
We currently generate, and expect to continue to generate, a significant
portion of our revenues under fixed price contracts. We must estimate the costs
of completing a particular project to bid for such fixed price contracts. The
cost of labor and materials, however, may vary from the costs we originally
estimated. These variations, along with other risks inherent in performing fixed
price contracts, may result in actual revenue and gross profits for a project
differing from those we originally estimated and could result in reduced
profitability and losses on projects. Depending upon the size of a particular
project, variations from estimated contract costs can have a significant impact
on our operating results for any fiscal quarter or year.
Certain of our customers assign work to us on a project by project basis
under master service agreements. Under master service agreements, our customer
generally has no obligation to assign work to us. We cannot be certain that
customers with whom we have master service agreements will continue to assign
work to us. A significant decline in work assigned to us under these contracts
could materially and adversely affect our results of operations.
Our operating results may vary significantly quarter-to-quarter
The electric and telecommunications infrastructure contracting business can
be subject to seasonal variations. During the winter months, demand for new
projects and maintenance services may be lower due to inclement weather.
Additionally, the industry can be highly cyclical. As a result, our volume of
business may be adversely affected by declines in new projects in various
geographic regions of the U.S. Our quarterly results may also be materially
affected by:
. the timing of acquisitions;
. variations in the margins of projects performed during any
particular quarter;
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. the timing and magnitude of acquisition assimilation costs;
. the timing and volume of work under new agreements;
. the budgetary spending patterns of customers;
. the termination of existing agreements;
. costs we incur to support growth internally or through acquisitions
or otherwise;
. the change in mix of our customers, contracts and business;
. increases in construction and design costs;and
. regional or general economic conditions.
Accordingly, our operating results in any particular quarter may not be
indicative of the results that you can expect for any other quarter or for the
entire year.
We could have potential exposure to environmental liabilities
Our operations are subject to various environmental laws and regulations,
including those dealing with the handling and disposal of waste products, PCBs,
fuel storage and air quality. As a result of past and future operations at our
facilities, we may be required to incur environmental remediation costs and
other cleanup expenses. In addition, we cannot be certain that we will be able
to identify or be indemnified for all potential environmental liabilities
relating to any acquired business.
The departure of key personnel could disrupt our business
We depend on the continued efforts of our executive officers and on senior
management of the businesses we acquire. Although we intend to enter into an
employment agreement with each of our executive officers and other key
employees, we cannot be certain that any individual will continue in such
capacity for any particular period of time. The loss of key personnel, or the
inability to hire and retain qualified employees, could adversely effect our
business, financial condition and results of operations. We do not intend to
carry key-person life insurance on any of our employees.
Shares eligible for future sale by our current stockholders may adversely affect
our stock price
If our stockholders sell substantial amounts of our common stock (including
shares issued upon the exercise of outstanding options) in the public market
following this offering, the market price of our common stock could fall. Such
sales might make it more difficult for us to sell equity or equity-related
securities in the future at a time and price that we deem appropriate. We have
outstanding 30,733,658 shares of common stock, assuming no exercise of
outstanding options after June 21, 1999 and no conversion of our convertible
subordinated notes. Of these shares, the 168,618 shares offered by this
prospectus, together with 12,988,629 additional shares are freely tradable or
tradable pursuant to Rule 144.
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Certain provisions of our articles of incorporation and bylaws could make an
acquisition of our company more difficult
The following provisions of our certificate of incorporation and bylaws, as
currently in effect, as well as Delaware law, could discourage potential
acquisition proposals, delay or prevent a change in our control or limit the
price that investors may be willing to pay in the future for shares of our
common stock. Our certificate of incorporation permits our Board of Directors to
issue "blank check" preferred stock and to adopt amendments to our bylaws. Our
bylaws contain restrictions regarding the right of stockholders to nominate
directors and to submit proposals to be considered at stockholder meetings.
Also, our certificate of incorporation and bylaws restrict the right of
stockholders to call a special meeting of stockholders and to act by written
consent. We are also subject to provisions of Delaware law which prohibit us
from engaging in any of a broad range of business transactions with an
"interested stockholder" for a period of three years following the date such
stockholder became classified as an interested stockholder.
We do not expect to pay dividends in the near future
We have never paid any cash dividends and do not anticipate paying cash
dividends on our common stock in the immediate future.
The book value of your common may be substantially diluted
In the event that we issue additional common stock in the future, including
shares that may be issued in connection with future acquisitions or other public
or private financings, purchasers of common stock in this offering may
experience dilution.
The year 2000 problem could disrupt our business
Many currently installed computer systems and software products are coded
to accept only two-digit entries in the date code field. Beginning in the year
2000, these date code fields will need to accept four-digit entries to
distinguish 21st century dates from 20th century dates. As a result, computer
system and software used by many companies may need to be upgraded to comply
with such "Year 2000" requirements. We cannot be certain that unexpected Year
2000 compliance problems of our systems or of our vendors, customers and service
providers will not materially and adversely affect our business, financial
condition or operating results. The unanticipated failure of one of these
systems to properly recognize date information beyond the year 1999 could have a
significant adverse impact on our ability to deliver services to customers and
to manage our continuing operations.
Our forward-looking statements may prove to be inaccurate
A number of statements in this prospectus address activities, events or
developments which we anticipate may occur in the future, including our strategy
for internal growth and improved profitability, the nature and amount of
additional capital expenditures, acquisitions of assets and businesses and
industry trends. These statements are based on certain assumptions and analyses
we make in light of our perception of historical trends, current business and
economic conditions and expected future developments, as well as other factors
we believe are reasonable or appropriate. However, whether actual results and
developments will conform with our expectations is subject to a number of risks
and uncertainties, including:
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. the risk factors discussed in this prospectus;
. general economic, market or business conditions;
. the business opportunities (or lack thereof) that may be presented
to and pursued by us; and
. changes in laws or regulations and other factors.
Many of these risks and uncertainties are beyond our control. Consequently,
we cannot be certain that the actual results or developments that we anticipate
will be realized or, even if substantially realized, that they will have the
expected effects on our business or operations.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares by the selling
stockholders.
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SELLING STOCKHOLDERS
The following table sets forth certain information regarding the ownership
of our common stock as of June 21, 1999. The shares offered by this prospectus
may be offered and sold from time to time by the selling stockholders, or by
pledgees, donees or transferees of, or certain other successors in interest to,
the selling stockholders.
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* Represents less than 1.0%
PLAN OF DISTRIBUTION
The common stock may be sold or distributed from time to time by the
selling stockholders, or by pledgees, donees or transferees of, or other
successors in interest to, the selling stockholders, directly to one or more
purchasers, including pledgees, or through brokers, dealers or underwriters who
may act solely as agents or may acquire shares as principals, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices, or at fixed prices, which may be changed. The
distribution of the common stock may be effected by one or more of the following
methods:
. ordinary brokers' transactions, which may include long or short
sales;
. transactions involving cross or block trades or otherwise on the
New York Stock Exchange or other stock exchange on which the common
stock may be listed from time to time;
. purchases by brokers, dealers or underwriters as principals and
resale by such purchasers for their own accounts pursuant to this
prospectus ;
. "at the market" to or through market makers or into an existing
market for the common stock;
. in other ways not involving market makers or established trading
markets, including direct sales to purchasers or sales effected
through agents;
. through transactions in options, swaps or other derivatives
(whether exchange-listed or otherwise); or
. any combination of the foregoing, or by any other legally available
means.
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In addition, the selling stockholders or their successors in interest may
enter into hedging transactions with broker-dealers who may engage in short
sales of common stock in the course of hedging the positions they assume with
the selling stockholders. The selling stockholders or their successors in
interest may also enter into option or other transactions with broker-dealers
that require the delivery to such broker-dealers of the shares, which shares may
be resold thereafter pursuant to this prospectus.
Brokers, dealers, underwriters or agents participating in the distribution
of the shares as agent may receive compensation in the form of discounts,
concessions or commissions from the selling stockholders (and, if they act as
agent for the purchaser of such shares, from such purchaser). Such discounts
concessions or commissions as to a particular broker, dealer, underwriter or
agent might be greater or less than those customary in the type of transaction
involved.
Any underwriter may engage in stabilizing transactions in accordance with
Rule 104 under the Exchange Act. Rule 104 permits stabilizing bids to purchase
the underlying security so long as the stabilizing bids do not exceed a
specified maximum. The underwriters may over-allot shares of the common stock in
connection with an offering of common stock, thereby creating a short position
in the underwriters' account. These transactions, if commenced, may be
discontinued at any time.
The selling stockholders and any brokers, dealers, underwriters or agents
that participate in the distribution of the shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any discounts,
commissions or concessions received by any such persons might be deemed to be
underwriting discounts and commissions under the Securities Act. Neither we nor
the selling stockholders can presently estimate the amount of such compensation.
We know of no existing arrangements between any selling stockholder and may
other stockholder, broker, dealer, underwriter or agent relating to the sale or
distribution of the shares.
To the extent required, we will file, during any period in which offers or
sales are being made, a supplement to this prospectus which sets forth, with
respect to a particular offering, the specific number of shares to be sold, the
name of the selling stockholder, the sales price, the name of any participating
broker, dealer, underwriter or agent, any applicable commission or discount and
any other material information with respect to the plan of distribution not
previously disclosed.
We will not receive any of the proceeds from the sale of the shares offered
by the selling stockholders. We will pay substantially all of the expenses
incident to this offering of the shares by the selling stockholders to the
public other than commissions and discounts of brokers, dealers, underwriters or
agents.
In order to comply with certain states' securities laws, if applicable, the
shares will be sold in such jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain states the common stock may not be
sold unless the common stock has been registered or qualified for sale in such
state or an exemption from registration or qualification is available and is
satisfied.
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be passed
upon for Quanta by Akin, Gump, Strauss, Hauer & Feld, L.L.P., San Antonio,
Texas.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses to be paid by the Company
(other than underwriting compensation expected to be incurred) in connection
with the offering described in this Registration Statement. All amounts are
estimates, except the SEC Registration Fee.
Item 15. Indemnification of Directors and Officers.
Delaware General Corporation Law
Section 145(a) of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a corporation may 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 (other than an action by or in the right of the corporation) by
reason of the fact that he 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, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person 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 the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he 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 reasonable cause to believe that the person's
conduct was unlawful.
Section 145(b) of the DGCL states that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person 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, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of
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any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Section 145(c) of the DGCL provides that to the extent that a present or
former director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection therewith.
Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in subsections (a) and (b). Such determination shall be
made with respect to a person who is a director or officer at the time of such
determination (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, or (2) by a committee of such directors
designated by majority vote of such directors, even though less than a quorum,
or (3) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (4) by the stockholders.
Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145. Such
expenses (including attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and conditions, if any, as the corporation deems
appropriate.
Section 145(f) of the DGCL provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, the other
subsections of Section 145 shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office.
Section 145(g) of the DGCL provides that a corporation shall have the power
to purchase and maintain insurance on behalf of any person who 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, partnership, joint venture, trust or other enterprise,
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify such person against such liability
under the provisions of Section 145.
Section 145(j) of the DGCL provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, Section 145 shall,
unless otherwise provided when authorized or
15
ratified, 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 a person.
Certificate of Incorporation
The Certificate of Incorporation provides that a director of the Company
shall not be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability for
unlawful payments of dividends or unlawful stock repurchases or redemptions as
provided for in Section 174 of the DGCL. If the DGCL is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Company, in addition to the limitation on
personal liability described above, shall be limited to the fullest extent
permitted by the amended DGCL. Further, any repeal or modification of such
provision of the Certificate of Incorporation by the stockholders of the Company
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the Company existing at the time of such
repeal or modification.
Bylaws
The Bylaws of the Company provide that the Company will indemnify and hold
harmless any director or officer of the Company to the fullest extent permitted
by applicable law, as in effect as of the date of the adoption of the Bylaws or
to such greater extent as applicable law may thereafter permit, from and against
all losses, liabilities, claims, damages, judgments, penalties, fines, amounts
paid in settlement and expenses (including attorneys' fees) whatsoever arising
out of any event or occurrence related to the fact that such person is or was a
director or officer of the Company and further provide that the Company may, but
is not required to, indemnify and hold harmless any employee or agent of the
Company or a director, officer, employee or agent of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise who
is or was serving in such capacity at the written request of the Company;
provided, however, that the Company is only required to indemnify persons
serving as directors, officers, employees or agents of the Company for the
expenses incurred in a proceeding if such person has met the standards of
conduct that make it permissible under the laws of the State of Delaware for the
Company to indemnify the claimant for the amount claimed, but the burden of
proving such defense will be on the Company. The Bylaws further provide that, in
the event of any threatened, or pending action, suit or proceeding in which any
of the persons referred to above is a party or is involved and that may give
rise to a right of indemnification under the Bylaws, following written request
by such person, the Company will promptly pay to such person amounts to cover
expenses reasonably incurred by such person in such proceeding in advance of its
final disposition upon the receipt by the Company of (i) a written undertaking
executed by or on behalf of such person providing that such person will repay
the advance if it is ultimately determined that such person is not entitled to
be indemnified by the Company as provided in the Bylaws and (ii)satisfactory
evidence as to the amount of such expenses.
Insurance.
The Company maintains liability insurance for the benefit of its directors and
officers.
16
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits.
Number Description
- ------ -----------
2.1 -- Amended and Restated Agreement and Plan of Organization dated as of
December 11, 1997 by and among Quanta Services, Inc. and PAR
Electrical Contractors, Inc. and its stockholders**
2.2 -- Amended and Restated Agreement and Plan of Organization dated as of
December 11, 1997 by and among Quanta Services, Inc. and Union Power
Construction Company and its stockholders**
2.3 -- Amended and Restated Agreement and Plan of Organization dated as of
December 11, 1997 by and among Quanta Services, Inc. and TRANS TECH
Electric, Inc. and its stockholders**
2.4 -- Amended and Restated Agreement and Plan of Organization dated as of
December 11, 1997 by and among Quanta Services, Inc. and Potelco, Inc.
and its stockholders**
3.1 -- Amended and Restated Certificate of Incorporation**
3.2 -- Amended and Restated Bylaws**
3.3 -- Certificate of Amendment to the Amended and Restated Certificate of
Incorporation
4.1 -- Form of Common Stock Certificates**
5.1 -- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
10.1 -- Form of Employment Agreement**
10.2 -- 1997 Stock Option Plan**
10.3 -- Acquisition Agreement and Plan of Reorganization dated as of May 5,
1998, by and among Quanta Services, Inc., Spalj Acquisition, Inc. and
Spalj Construction Company and its stockholders***
10.4 -- Acquisition Agreement and Plan of Reorganization dated as of August 4,
1998, by and among Quanta Services, Inc., Underground Construction
Co., Inc., Five Points Construction Company and their stockholders+
10.5 -- Third Amended and Restated Secured Credit Agreement dated as of June
14, 1999 among Quanta Services, Inc. as Borrower and the financial
institutions parties thereto, as Lenders
10.6 -- Securities Purchase Agreement among Quanta Services, Inc. and Enron
Capital & Trade Resources Corp. ("Enron Capital") and Joint Energy
Development Investments II Limited Partnership ("JEDI") dated as of
September 29, 1998***
10.7 -- Registration Rights Agreement dated as of September 29, 1998 by and
among Quanta Services, Inc., JEDI and Enron Capital***
10.8 -- Form of Convertible Promissory Note issued to Enron Capital and
JEDI***
10.9 -- Acquisition Agreement and Plan of Reorganization dated February 12,
1999, by and among Quanta Services, Inc., Quanta I Acquisition, Inc.,
The Ryan Company, Inc., John P. Ryan, John P. Ryan 1998 Retained
Annuity Trust, Kathleen M. Ryan and Leo
17
S. McNamara, Trustees, David C. Varisco, Varisco Family Irrevocable
Trust of 1998, John P. Ryan, Trustee, and David C. Varisco 1998
Retained Annuity Trust, John P. Ryan and Mary L. Varisco,
Trustee+++
10.10 -- Acquisition Agreement and Plan of Reorganization dated February 16,
1999, by and among Quanta Services, Inc., Quanta II Acquisition,
Inc., Northern Line Layers, Inc., Donald G. Bottrell, Teresa L.
Bottrell, James R. Bennett and Marin e M. Bennett+++
10.11 -- Quanta Services, Inc. Management Incentive Bonus Plan for Fiscal
Year Ending December 31, 1999++++
21.1 -- Subsidiaries
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (contained in
Exhibit 5.1)
23.3 -- Consent of Kirkland Albrecht and Company P.C.
23.4 -- Consent of Joseph Decosimo and Company, LLP
23.5 -- Consent of Ganim, Meder, Childers & Hoering P.C.
23.6 -- Consent of Nathan Wechsler & Company
24.1 -- Power of Attorney (included on the signature page)
____________________
* Previously filed as an exhibit to the Company's Registration
Statement on Form S-1 (No. 333-69247).
** Previously filed as an exhibit to the Company's Registration
Statement on Form S-1 (No. 333-42957) and incorporated herein by
reference.
*** Previously filed as an exhibit to the Company's Registration
Statement on Form S-4 (No. 333-47083) and incorporated herein by
reference.
**** To be filed by amendment.
+ Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 1998 and incorporated
herein by reference.
++ Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the period ended September 30, 1998 and incorporated
herein by reference.
+++ Previously filed as an exhibit to the Company's Report on Form 8-K
filed February 26, 1999 and incorporated herein by reference.
++++ Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the period ended March 31, 1999 and incorporated
herein by reference.
(b) Financial Statement Schedules.
All schedules are omitted because they are not applicable or because the
required information is contained in the Financial Statements or Notes thereto.
18
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this 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 this 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; and
(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 the undertakings set forth in clauses (i) and (ii) above
do not apply if the regulation statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by Quanta Services, Inc. pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934 that are incorporated by reference in this
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; and
(4) 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
19
(5) 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 Act
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 Act and will be governed by the final
adjudication of such issue.
(6) The undersigned Registrant hereby undertakes that:
(i) For the purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was declared
effective.
(ii) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such new securities at that time shall be deemed to be the
initial bona fide offering thereof.
20
SIGNATURES
Pursuant to the requirements of the Securities Act, Quanta Services, Inc.
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on June 23, 1999.
Quanta Services, Inc.
By: /s/ John R. Colson
______________________________________
John R. Colson, Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below authorizes John R. Colson and
Derrick A. Jensen, and each of them, each of whom may act without joinder of the
other to execute in the name of each such person who is then an officer or
director of the Registrant to file any amendments to this Registration Statement
necessary or advisable to enable the Registrant to comply with the Securities
Act and any rules, regulations and requirements of the Securities and Exchange
Commission, in respect thereof, in connection with the registration of the
securities which are the subject of this Registration Statement, which
amendments may make such changes to such Registration Statement as such attorney
may deem appropriate (and to file any Registration Statement pursuant to Rule
462(b) of the Securities Act).
Pursuant to the requirements of the Securities Act, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated and on June 23, 1999.
21
___________________________ Director
James R. Ball
Director
___________________________
Rodney R. Proto
Director
___________________________
Michael T. Willis
22