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As filed with the Securities and Exchange Commission on July 31, 1998.
Registration No. 333-22465
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MASTEC, INC.
(Exact name of registrant as specified in its charter)
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FLORIDA 65-0829355
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identiciation No.)
3155 N.W. 77TH AVENUE
MIAMI, FL 33122-1205
(305) 599-1800
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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MASTEC, INC.
1997 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
1994 STOCK INCENTIVE PLAN
1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
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(Full Title of Plans)
JOSE M. SARIEGO, ESQ.
SENIOR VICE PRESIDENT - GENERAL COUNSEL
MASTEC, INC.
3155 N.W. 77TH AVENUE
MIAMI, FL 33122-1205
(305) 406-1954
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
STEVEN D. RUBIN, ESQ.
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
150 WEST FLAGLER STREET, SUITE 2200
MIAMI, FLORIDA 33130
(305) 789-3517
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MASTEC, INC.
On March 29, 1998, MasTec, Inc. was reincorporated from a Delaware
corporation to a Florida corporation. This post-effective amendment is being
filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the
"Act"), so that MasTec, Inc., a Florida corporation, may expressly adopt this
Registration Statement of MasTec, Inc., a Delaware corporation, its predecessor,
as its own registration statement for all purposes of the Act and the Securities
Exchange Act of 1934, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 607.0831 of the Florida Business Corporation Act (the
"Florida Act") provides that a director is not personally liable for monetary
damages to the corporation or any person for any statement, vote, decision or
failure to act regarding corporate management or policy, by a director, unless:
(a) the director breached or failed to perform his duties as a director; and (b)
the director's breach of, or failure to perform, those duties constitutes: (i) a
violation of criminal law unless the director had reasonable cause to believe
his conduct was lawful or had no reasonable cause to believe his conduct was
unlawful; (ii) a transaction from which the director derived an improper
personal benefit, either directly or indirectly; (iii) a circumstance under
which the director is liable for an improper distribution; (iv) in a proceeding
by, or in the right of the corporation to procure a judgment in its favor or by
or in the right of a shareholder, conscious disregard for the best interests of
the corporation, or willful misconduct; or (v) in a proceeding by or in the
right of someone other than the corporation or a shareholder, recklessness or an
act or omission which was committed in bad faith or with malicious purpose or in
a manner exhibiting wanton and willful disregard of human rights, safety or
property.
Section 607.0850 of the Florida Act provides that a
corporation shall have the power to indemnify any person who was or is a party
to any proceeding (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 or
employee or agent of the corporation, against liability incurred in connection
with such proceeding if he acted in good faith and in a manner 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 no reasonable cause to
believe his conduct was unlawful. Section 607.0850 also provides that a
corporation shall have the power to indemnify any person, who was or is a party
to any proceeding by, or in the right of, the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, against expenses and amounts paid in
settlement not exceeding, in the judgment of the board of directors, the
estimated expense of litigating the proceeding to conclusion, actually and
reasonably incurred in connection with the defense or settlement of such
proceeding, including any appeal thereof. Section 607.0850 further provides that
such indemnification shall be authorized if such person acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification shall be made under
this provision in respect of any claim, issue, or matter as to which such person
shall have been adjudged to be liable unless, and only to the extent that, the
court in which such proceeding was brought, or any other court of competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability, but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper. Section 607.0850 further provides that to the extent that a
director, officer, employee or agent has been successful on the merits or
otherwise in defense of any of the foregoing proceedings, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith. Under Section
607.0850, any indemnification under the foregoing provisions, unless pursuant to
a determination by a court, shall be made by the corporation only as authorized
in the specific case upon a determination that the indemnification of the
director, officer, employee or agent is proper under the circumstances because
he has met the applicable standard of conduct. Notwithstanding the failure of a
corporation to provide such indemnification, and despite any contrary
determination by the corporation in a specific case, a director, officer,
employee or agent of the corporation who is or was a party to a proceeding may
apply for indemnification to the appropriate court and such court may order
indemnification if it determines that such person is entitled to indemnification
under the applicable standard.
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Section 607.0850 also 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 against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of Section
607.0850.
The Registrant's Amended and Restated Certificate of
Incorporation provides that the Registrant shall indemnify to the fullest extent
authorized by the Florida Act, each person who is involved in any litigation or
other proceeding because such person is or was a director or officer of the
Registrant, against all expense, loss or liability reasonably incurred or
suffered in connection therewith. The Registrant's Bylaws provide that a
director or officer may be paid expenses incurred in defending any proceeding in
advance of its final disposition upon receipt by the Registrant of an
undertaking, by or on behalf of the director or officer, to repay all amounts so
advanced if it is ultimately determined that such director or officer is not
entitled to indemnification.
The Registrant has obtained primary and excess insurance
policies insuring the directors and officers of the Registrant and its
subsidiaries against certain liabilities they may incur in their capacity as
directors and officers. Under such policies, the insurer, on behalf of the
Registrant, may also pay amounts for which the Registrant has granted
indemnification to the directors or officers.
Item 8. EXHIBITS.
The following exhibits are either filed herewith or have been
previously filed as indicated below:
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson P.A.
23.1 Consent of Coopers & Lybrand L.L.P.*
23.2 Consent of Arthur Andersen L.L.P.*
23.3 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson P.A.
(included in Exhibit 5.1 above).
24.1 Power of Attorney*
27.1 Financial Data Schedule*
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*Previously filed
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has duly caused this Amendment to its Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Miami, State of Florida on the 31st day of July,
1998.
MASTEC, INC.
By: /s/ Stephen D. Daniels
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Stephen D. Daniels
Senior Vice President - Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to 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, July 31, 1998
- ---------------------------------- President and Chief Executive Officer
Jorge Mas (Principal Executive Officer)
*
- ---------------------------------- Director July 31, 1998
Eliot C. Abbot
*
- ---------------------------------- Director July 31, 1998
Arthur B. Laffer
*
- ---------------------------------- Director July 31, 1998
Jose S. Sorzano
*By: /s/ Jose M. Sariego
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(Attorney-in-Fact pursuant to
Power of Attorney)
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
23.3 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
(included in Exhibit 5.1 above).
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EXHIBIT 5.1
LAW OFFICES
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
MUSEUM TOWER, SUITE 2200
150 WEST FLAGLER STREET
MIAMI, FLORIDA 33130
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MIAMI (305) 789-3200 BROWARD (954) 462-9500
FAX (305) 789-3395
July 31, 1998
Mr. Jose M. Sariego
Senior Vice President - General Counsel
MasTec, Inc.
3155 N.W. 77th Avenue
Miami, Florida 33122-1205
Re: MasTec, Inc.
AMENDMENT NO.1 TO FORM S-8
Dear Mr. Sariego:
As counsel to MasTec, Inc., a Florida corporation (the "Corporation"),
we have examined the Articles of Incorporation and Bylaws of the Corporation, as
well as such other documents and proceedings as we have considered necessary for
the purposes of this opinion. We have also examined and are familiar with the
(1) Corporation's Registration Statement on Form S-8 (the "Registration
Statement"), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to 1,900,000 additional shares of
the Corporation's common stock, par value $.10 per share (the "Common Stock"),
issuable by the Corporation pursuant to MasTec, Inc.'s 1997 Non-Qualified
Employee Stock Purchase Plan, 1994 Stock Incentive Plan and 1994 Stock Option
Plan for Non-Employee Directors (collectively, the "Plans"), and (2) the
Mr. Jose M. Sariego
July 31, 1998
Page 2
Prospectuses (the "Prospectuses") relating to the Registration Statement,
providing, among other things, information concerning the Plans.
In rendering this opinion, we have assumed, without independent
investigation: (i) the authenticity of all documents submitted to us as
originals; (ii) the conformity to original documents of all documents submitted
to us as certified or photostatic copies and (iii) the genuineness of all
signatures. In addition, as to questions of fact material to the opinions
expressed herein, we have relied upon such certificates of public officials,
corporate agents and officers of the Corporation and such other certificates as
we deemed relevant.
Based upon the foregoing, and having regard to legal considerations
which we deem relevant, we are of the opinion that following the issuance and
delivery of the Common Stock by the Corporation under the Plans, against payment
of adequate consideration therefor to the Corporation in accordance with the
terms of the Plans and Prospectuses, the Common Stock will be validly issued,
fully paid and non-assessable.
This opinion is intended solely for the Corporation's use in connection
with the registration of the Common Stock and may not be relied upon for any
other purpose or by any other person. This opinion may not be quoted in whole or
in part or otherwise referred to or furnished to any other person except in
response to a valid subpoena. This opinion is limited to the matters expressly
stated herein, and no opinion is implied or may be inferred beyond the matters
expressly stated herein. This opinion is rendered as of the date hereof, and we
assume no obligation to update or supplement such opinion to reflect any facts
or circumstances that may hereafter come to our attention or any changes in
facts or law that may hereafter occur. We hereby consent to the inclusion of
this opinion letter as an exhibit to the Registration Statement.
Very truly yours,
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.