SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
QUANTA SERVICES, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 74-2851603
(State of Incorporation or Organization) (IRS Employer
Identification Number)
1360 Post Oak Boulevard, Suite 2100
Houston, Texas 77056
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box: |X|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box: |_|
Securities Act registration statement file number to which this form
relates: N/A
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which
Title of Each Class to be so Registered Each Class is to be Registered
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Rights to Purchase Series B Junior New York Stock Exchange
Participating Preferred Stock
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Each Class)
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On March 13, 2002, the Special Committee of the Board of Directors
of our Company, Quanta Services, Inc., a Delaware corporation, authorized the
amendment of the Rights Agreement, dated March 8, 2000, by and between Quanta
and American Stock Transfer & Trust Company, as rights agent, as amended by
Amendment No. 1 and Amendment No. 2 thereto. Following such Special Committee
action, we entered into Amendment No. 3 to the Rights Agreement on March 13,
2002. The purpose of the Amendment is to exempt from the dilutive provisions of
the Rights Agreement an acquisition of Quanta made pursuant to a tender or
exchange offer meeting all of the following requirements:
o The offer must be for all of the outstanding shares of Quanta's common stock
and series A convertible preferred stock.
o The same per share price and consideration must be offered for all shares of
Quanta's common stock and series A convertible preferred stock (on an as
converted basis) and must be paid for all tendered or exchanged shares upon
consummation of the offer.
o Upon completion of the offer, the person who made the offer must own shares
of Quanta's voting stock representing 75% or more of the then outstanding
voting stock.
o Prior to commencing the offer, the person making the offer must irrevocably
commit to Quanta in writing to consummate a transaction promptly upon
completion of the offer, pursuant to which all shares of Quanta's common
stock and series A convertible preferred stock not beneficially owned by that
person at the completion of the offer will be acquired at the same price, and
for the same consideration, per share paid in the offer.
A summary of the Rights as amended follows:
Summary of Rights
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On March 8, 2000, the Board of Directors of our Company, Quanta Services,
Inc., declared a dividend of one preferred share purchase right for each
outstanding share of common stock, par value $0.00001 per share, of Quanta and
series A convertible preferred stock, par value $0.00001 per share, of Quanta
(on an as converted basis). The dividend was payable at the close of business on
March 27, 2000 to the stockholders of record as of such time, and the Rights
issued are subject to the terms of a Rights Agreement dated as of March 8, 2000
and as amended on December 1, 2001, February 13, 2002, and March 13, 2002,
between Quanta and American Stock Transfer & Trust Company, as Rights Agent. Our
Board adopted this Rights Agreement to protect stockholders from coercive or
otherwise unfair takeover tactics.
For those interested in the specific terms of the Rights Agreement, we
provide the following summary description. Please note, however, that this
description is only a summary, is not complete, and should be read together with
the entire Rights Agreement, which has been filed with the Securities and
Exchange Commission as an exhibit to the Registration Statement on Form 8-A of
Quanta filed March 21, 2000, Amendment No. 1 to the Rights Agreement, which has
been filed as an exhibit to the Current Report on Form 8-K of Quanta on December
3,
2001, Amendment No. 2 to the Rights Agreement, which has been filed as an
exhibit to the Current Report on Form 8-K of Quanta on February 15, 2002, and
Amendment No. 3 to the Rights Agreement, which has been filed as an exhibit to
the Current Report on Form 8-K of Quanta on March 21, 2002. A copy of the
Rights Agreement and related amendments are available free of charge from our
Company.
The Rights. Our Board authorized the issuance of one Right for each share of our
common stock and series A convertible preferred stock (on an as converted basis)
outstanding on March 27, 2000. The Rights trade with, and are inseparable from,
the common stock and series A convertible preferred stock. The Rights are
currently evidenced only by certificates that represent shares of common stock
and series A convertible preferred stock. New Rights accompanied shares, and
will accompany any new shares, of common stock and series A convertible
preferred stock issued after May 27, 2000 until the Distribution Date described
below.
Exercise Price. Subject to the discussion under "Flip In" and "Flip Over" below,
each Right allows its holder to purchase from our Company one one-thousandth of
a share of series B junior participating preferred stock, par value $0.00001 per
share, of Quanta for $153.33, once the Rights become exercisable. The exercise
price is subject to further adjustments as set forth in the Rights Agreement.
Prior to exercise, the Right does not give its holder any dividend, voting or
liquidation rights.
Exercisability. The Rights will not be exercisable until the earlier of:
o 10 days after the public announcement that a person or group has become an
"Acquiring Person" by obtaining beneficial ownership of 15% or more of our
outstanding common stock, or
o 10 business days (or a later date determined by our Board before any person
or group becomes an Acquiring Person) after a person or group commences, or
announces an intention to make, a tender or exchange offer which, if
completed, would result in that person or group becoming an Acquiring Person.
In light of our understanding of its ownership position, Aquila Inc.
(formerly known as Utilicorp United Inc.) will not be deemed to be an Acquiring
Person unless and until (a) Aquila acquires beneficial ownership of more than
39.0% of the total number of shares of common stock of our Company then
outstanding assuming conversion of all outstanding shares of series A
convertible preferred stock, (b) Aquila announces its intention to commence a
tender or exchange offer which would result in Aquila becoming the beneficial
owner of more than 49.9% of the total number of shares of outstanding common
stock (on an as converted basis), assuming full conversion of all securities
convertible into common stock, or (c) there is a change in control of Aquila and
Aquila then beneficially owns or tenders for 15% or more of Aquila's outstanding
common stock.
In addition, no person shall become an Acquiring Person pursuant to a
tender offer or exchange offer that meets each of the following conditions:
o The offer must be for all of the outstanding shares of our common stock and
series A convertible preferred stock.
o The same per share price and consideration must be offered for all shares of
Quanta's common stock and series A convertible preferred stock (on an as
converted basis) and must be paid for all tendered or exchanged shares upon
consummation of the offer.
o Upon completion of the offer, the person who made the offer must own shares
of Quanta's voting stock representing 75% or more of the then outstanding
voting stock.
o Prior to commencing the offer, the person making the offer must irrevocably
commit to Quanta in writing to consummate a transaction promptly upon
completion of the offer, pursuant to which all shares of Quanta's common
stock and series A convertible referred stock not beneficially owned by that
person at the completion of the offer will be acquired at the same price, and
for the same consideration, per share paid in the offer.
We refer to the date when the Rights become exercisable as the
"Distribution Date." Until that date, the common stock and series A convertible
preferred stock certificates will also evidence the Rights, and any transfer of
shares of common stock or series A convertible preferred stock will constitute a
transfer of Rights. After the close of business on that date, the Rights will
separate from the common stock and series A convertible preferred stock and be
evidenced by book-entry credits or by Rights certificates that we will mail to
all eligible holders of common stock and series A convertible preferred stock.
Any Rights held by an Acquiring Person will only be entitled to a right to
purchase shares of series C junior convertible preferred stock, par value
$0.00001 per share, of the Company, as described below.
Consequences of a Person or Group Becoming an Acquiring Person.
o Flip In. If a person or group becomes an Acquiring Person, all holders of
Rights except the Acquiring Person may, for $153.33, purchase with each Right
it holds a number of one one-thousands of a share of our series B junior
participating preferred stock, par value $0.00001 per share, equal to the
number of shares of our common stock that would have an aggregate market
value of $306.66, based on the market price of the common stock prior to such
event.
If a person or group becomes an Acquiring Person, the Acquiring Person may,
for $153.33, purchase with each Right it holds a number of one one-thousands
of a share of our series C junior convertible preferred stock equal to the
number of shares of our common stock that would have an aggregate market
value of $306.66, based on the market price of the common stock prior to such
event.
o Flip Over. If our Company is later acquired in a merger or similar
transaction after the Distribution Date, all holders of Rights except the
Acquiring Person may, for $153.33, purchase shares of the acquiring
corporation with a market value of $306.66, based on the market price of the
acquiring corporation's stock prior to such merger.
Series B Junior Participating Preferred Stock Provisions. Each one
one-thousandth of a share of series B junior participating preferred stock, if
issued:
o will not be redeemable.
o will entitle holders to quarterly dividend payments of $.001 per one
one-thousandth of a share, or an amount equal to the dividend paid on one
share of common stock, whichever is greater.
o will entitle holders upon liquidation either to receive $.01 per one
one-thousandth of a share or an amount equal to the payment made on one share
of common stock, whichever is greater, subject to the rights of senior
securities.
o will have the same voting power as one share of common stock plus certain
additional voting rights relating to the series B junior participating
preferred stock.
o if shares of our common stock are exchanged via merger, consolidation, or a
similar transaction, will entitle holders to payment per one one-thousandth
of a share equal to the payment made on one share of common stock.
The value of one one-thousandth interest in a share of series B junior
participating preferred stock should approximate the value of one share of
common stock.
Series C Junior Convertible Preferred Stock Provisions. Each one one-thousandth
of a share of series C junior convertible preferred stock, if issued:
o will not be redeemable.
o will not entitle holders to dividends.
o will entitle holders upon liquidation to receive $.01 per one
one-thousandth of a share.
o if shares of our common stock are exchanged via merger, consolidation, or a
similar transaction, will entitle holders to a payment of $.01 per one
one-thousandth of a share.
o will not have any voting rights, except as otherwise required by applicable
law.
o will be convertible into one share of common stock at any time on or after
the thirtieth day following the conclusion of the next annual meeting of
stockholders of our Company following the initial issuance of the series C
junior convertible preferred stock. (However, such date shall be extended to
the first anniversary of such thirtieth day if prior thereto any person
becomes an Acquiring Person.)
Expiration. The Rights will expire on March 8, 2010.
Redemption. Our Board may redeem the Rights for $.01 per Right at any time
before any person or group becomes an Acquiring Person. If our Board redeems any
Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only
right of the holders of Rights will be to receive the redemption price of $.01
per Right.
Exchange. After a person or group becomes an Acquiring Person, but before an
Acquiring Person owns 50% or more of our outstanding common stock, our Board may
extinguish the Rights by exchanging one one-thousandth of a share of series B
junior participating preferred stock or an equivalent security for each Right,
other than Rights held by the Acquiring Person.
Anti-Dilution Provisions. The exercise price of the shares of common stock, the
number of shares of common stock issuable and the number of outstanding Rights
are subject to adjustment to prevent dilution that may occur from a stock
dividend, a stock split or a reclassification of the common stock. No
adjustments to the exercise price of less than 1% will be made.
Amendments. For so long as the Rights are then redeemable, our Company may,
except with respect to the redemption price, amend the Rights Agreement in any
manner. After the Rights are no longer redeemable, Quanta may, except with
respect to the redemption price, amend the Rights Agreement in any manner that
does not adversely affect the interests of holders of the Rights (other than an
Acquiring Person), cause the Rights Agreement to become otherwise amendable or
cause the Rights again to become redeemable.
The Rights Agreement, Amendment No. 1 to the Rights Agreement, Amendment
No. 2 to the Rights Agreement, and Amendment No. 3 to the Rights Agreement were
previously filed as exhibits to Quanta's Registration Statement on Form 8-A on
March 21, 2000, Current Report on Form 8-K on December 3, 2001, Current Report
on Form 8-K on February 15, 2002 and Current Report on Form 8-K on March 21,
2002, respectively, and are incorporated herein by reference. The foregoing
description of the Rights is qualified in its entirety by reference to the
Rights Agreement, as amended by Amendment No. 1, Amendment No. 2, and Amendment
No. 3 thereto.
ITEM 2. EXHIBITS.
1 Rights Agreement dated as of March 8, 2000 between Quanta Services,
Inc., a Delaware corporation, and American Stock Transfer & Trust
Company, as rights agent (previously filed as Exhibit 4.1 to Quanta
Services, Inc.'s Registration Statement on Form 8-A on March 21,
2000 and incorporated herein by reference)
2 Amendment No. 1 to the Rights Agreement, dated as of December 1,
2001, by and between Quanta Services, Inc., a Delaware corporation,
and American Stock Transfer & Trust Company, as rights agent
(previously filed as Exhibit 4.8 to Quanta Services, Inc.'s Current
Report on Form 8-K on December 3, 2001 and incorporated herein by
reference)
3 Amendment No. 2 to the Rights Agreement, dated as of February 13,
2002, by and between Quanta Services, Inc., a Delaware corporation,
and American Stock Transfer & Trust Company, as rights agent
(previously filed as Exhibit 4.9 to Quanta Services, Inc.'s Current
Report on Form 8-K on February 15, 2002 and incorporated herein by
reference)
4 Amendment No. 3 to the Rights Agreement, dated as of March 13,
2002, by and between Quanta Services, Inc., a Delaware corporation,
and American Stock Transfer & Trust Company, as rights agent
(previously filed as Exhibit 4.10 to Quanta Services, Inc.'s Current
Report on Form 8-K on March 21, 2002 and incorporated herein by
reference)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 21, 2002
QUANTA SERVICES, INC.
By: /s/ Dana A. Gordon
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Name: Dana A. Gordon
Title: VP -- General Counsel