As filed with the Securities and Exchange Commission
on July 3, 2001
Registration N. 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, Florida 33122-1205
(Address, including zip code, of Registrant's principal
executive offices)
_______________________________________________
1997 Non-Qualified Employee Stock Purchase Plan
JOSE M. SARIEGO, ESQ.
SENIOR VICE-PRESIDENT - GENERAL COUNSEL
MASTEC, INC.
3155 N.W. 77th AVENUE
MIAMI, FLORIDA 33122-1205
(305) 406-1954
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------
PROPOSED PROPOSED AMOUNT
MAXIMUM MAXIMUM OF
AMOUNT OFFERING AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE PRICE PER OFFERING FEE (2)
TO BE REGISTERED REGISTERED(1) SHARE (2) PRICE (2)
Common Stock ($.10) 150,000 $12.775 $1,916,250 $479.06
Par value shares (1)
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(1) This Registration Statement shall also cover any
additional shares of Common Stock which may become issuable
under the 1997 Non-Qualified Employee Stock Purchase 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 the 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,
$.10 par value, of the Registrant on the New York Stock
Exchange on July 2, 2001.
EXPLANATORY NOTE
On May 31, 2001, the Board of Directors of MasTec, Inc. (the
"Company"), approved an amendment to the Company's 1997 Non-
Qualified Employee Stock Purchase Plan (the "1997 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 1997 Plan by 150,000 shares. This
Registration Statement has been filed to register the additional
150,000 shares of Common Stock issuable pursuant to shares or
options to be granted under the 1997 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 February 27, 1997 and Post Effective Amendment No. 1
to Form S-8 filed July 31, 1998 (Registration Statement No. 333-
22465) (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 are exhibits filed herewith:
Exhibit
Number Description
- ------- -----------
5.1 Opinion of Jose M. Sariego, Senior Vice President and
General Counsel.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Jose M. Sariego, Senior Vice President and
General Counsel (included in Exhibit 5.1 above).
24.1 Power of Attorney (set forth on the signature page
to this registration statement).
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 2nd day of July, 2001.
MASTEC, INC
/s/ CARMEN M. SABATER /s/ARLENE VARGAS
__________________________ ________________________________
Carmen M. Sabater Vice President and Controller
Executive Vice President (Principal Accounting Officer)
- - Chief Financial Officer
(Principal Financial Officer)
The undersigned directors and officers of MasTec, Inc. hereby
constitute and appoint Carmen M. Sabater and Jose M. Sariego,
and each of them with full power to act without the other and
with full power to execute in our name and behalf in the
capacities indicated below this Registration Statement on
Form S-8 and any and all amendments thereto and to file the
same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission and hereby
ratify and confirm all that such attorneys-in-fact, or any of
them, or their substitutes shall lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities indicated on July 2, 2001.
/s/ JORGE MAS /s/ OLAF OLAFSSON
- -------------------------------- -----------------------------
Jorge Mas, Chairman of the Board Olaf Olafsson, Director
/s/ JOEL-TOMAS CITRON /s/ WILLIAM N. SHIEBLER
- -------------------------------- -----------------------------
Joel-Tomas Citron, President and William N. Shiebler, Director
Chief Executive Officer
(Principal Executive Officer)
/s/ JOSEPH P. KENNEDY II /s/ JOSE S. SORZANO
- -------------------------------- -----------------------------
Joseph P. Kennedy II, Director Jose S. Sorzano, Director
/s/ ARTHUR B. LAFFER
- --------------------------------
Arthur B. Laffer, Director
Exhibit 5.1
- -----------
July 2, 2001
MasTec, Inc.
3155 NW 77th Avenue
Miami, FL 33122-1205
Re: MasTec, Inc.
Registration Statement on Form S-8
To Whom It May Concern:
As Senior Vice-President and General Counsel to MasTec, Inc., a
Florida corporation (the "Corporation"), I have examined the
Articles of Incorporation and Bylaws of the Corporation as well
as such other documents and proceedings necessary for the
purposes of this opinion. I have also examined and am familiar
with the 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 150,000 shares of the Corporation's common
stock, par value $.10 per share (the "Common Stock"), issuable
by the Corporation pursuant to the Corporation's 1997 Non-
Qualified Employee Stock Purchase Plan (the "Plan").
In rendering this opinion, I have assumed, without independent
investigation: (i) the authenticity of all documents submitted
to me as originals; (ii) the conformity to original documents of
all documents submitted to me as certified or photostatic copies
and (iii) the genuineness of all signatures.
Based upon the foregoing, and having regard to legal
considerations which I deem relevant, I am of the opinion that
following the issuance and delivery of the Common Stock by the
Corporation under the Plan, against payment of adequate
consideration therefor to the Corporation in accordance with
the terms of the Plan, 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
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 I assume no obligation to
update or supplement such opinion to reflect any facts or
circumstances that may hereafter come to my attention or any
changes in facts or law that may hereafter occur.
I hereby consent to the inclusion of this opinion letter as an
exhibit to the Registration Statement.
Sincerely,
/s/Jose Sariego
- ---------------------------
Jose Sariego
Senior Vice-President and
General Counsel
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
January 30, 2001 relating to the financial statements of
MasTec, Inc., which appears in MasTec, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 2000.
/s/ PricewaterhouseCoopers LLP
Miami, Florida
July 2, 2001