Re: | MASTEC, INC. Registration Statements on Form S-4 and S-3 Filed on April 13, 2007 File Nos. 333-142085 and 333-142083, respectively |
1. | It appears that you may not be eligible to incorporate information by reference since the Form 8-K dated January 16, 2007 was filed late. Item 8.01 information must be filed pursuant to Rule 100(a) of Regulation FD which states that it must be filed simultaneously with the event. Please advise. | |
RESPONSE: | ||
The Company filed a timely, mandatory Item 1.01 Form 8-K on January 25, 2007, and in conjunction therewith filed Item 8.01 disclosure concerning a related event that occurred on January 16, 2007 (the Item 8.01 Disclosure). SEC Release No. 33-8400 (3/16/04), entitled Additional Form 8-K Disclosure Requirements and Acceleration of Filing Date, makes clear that there is no deadline for voluntary disclosures under Item 8.01 of Form 8-K unless the filing is made solely to satisfy a reporting companys obligations under Regulation FD. See also General Instruction B(1) to Form 8-K. The Item 8.01 Disclosure was not filed by the Company to satisfy its reporting obligations under Regulation FD. Compliance with Regulation FD is required under certain specified circumstances only when an issuer discloses material nonpublic information regarding the issuer or its securities. In this case, there was no material nonpublic information that required Form 8-K disclosure since the subject communication was itself a widely circulated press release. See SEC Release No. 33-7881 (8/15/2000), entitled Selective Disclosure and Insider Trading, which states that a press release distributed through a widely circulated news or wire service constitutes an acceptable method of public disclosure. See also, Rule 101(e)(2) or Regulation FD which states that an issuer shall be exempt from the requirement to furnish or file a Form 8-K if it instead disseminates the information through another method . . . of disclosure that is reasonably designed to provide broad, non-exclusionary distribution of the information to the public. |
Very truly yours, |
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/s/ Barbara J. Oikle, Esq. | ||||
Barbara J. Oikle, Esq. | ||||
cc: | Albert de Cardenas, Esq. Jennifer Hardy |