Edgar Filing: DYCOM INDUSTRIES INC

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 27, 2002

REGISTRATION NO. 333 - 81268
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2

FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DYCOM INDUSTRIES, INC.

(Exact name of Registrant as specified in its charter)

FLORIDA 1632 59-1277135
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)

4440 PGA BOULEVARD, SUITE 500
PALM BEACH GARDENS, FLORIDA 33410
(561) 627-7171
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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MARC R. TILLER, ESQ.
DYCOM INDUSTRIES, INC.
4440 PGA BOULEVARD, SUITE 500
PALM BEACH GARDENS, FLORIDA 33410
(561) 627-7171
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:

STEPHEN M. BESEN, ESQ. HOWARD B. ADLER, ESQ.
SHEARMAN & STERLING GIBSON, DUNN & CRUTCHER LLP
599 LEXINGTON AVENUE 1050 CONNECTICUT AVE., N.W.
NEW YORK, NEW YORK 10022 WASHINGTON, D.C. 20036-5306
(212) 848-4000 (202) 955-8500

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
promptly as practicable after this Registration Statement becomes effective and
upon consummation of the transactions described in the enclosed prospectus.

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

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(d)
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. [X] Registration No. 333-81268

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EXPLANATORY NOTE

This Post-Effective Amendment No. 2 amends the Registration Statement on
Form S-4 (Registration No. 333-81268), relating to the merger of Troy
Acquisition Corp., a wholly owned subsidiary of Dycom Industries, Inc., with and
into Arguss Communications, Inc. (the "Merger"), that was declared effective by
the Securities and Exchange Commission on February 12, 2002. This Post-Effective
Amendment No. 2 includes as exhibits the tax opinions delivered by Shearman &
Sterling, counsel to Dycom, and Gibson, Dunn & Crutcher LLP, special counsel to
Arguss, regarding United States federal income tax matters, delivered in
connection with the closing of the Merger on February 21, 2002.

PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Florida Business Corporation Act. Section 607.0850(1) of the FBCA provides
that a Florida corporation, such as Dycom, 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 or officer 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
liability incurred in connection with such proceeding, including any appeal
thereof, if he or she acted in good faith and in a manner he or she 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 or her conduct was unlawful.

Section 607.0850(2) of the FBCA provides that a Florida 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 or she is or was a director or officer 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 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. Such indemnification shall be
authorized if such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification shall be made under this subsection
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 607.850 of the FBCA further provides that: (i) to the extent that a
director or officer of a corporation has been successful on the merits or
otherwise in defense of any proceeding referred to in subsection (1) or
subsection (2), or in defense of any proceeding referred to in subsection (1) or
subsection (2), or in defense of any claim, issue, or matter therein, he or she
shall be indemnified against expenses actually and reasonably incurred by him or
her in connection therewith; (ii) indemnification provided pursuant to Section
607.0850 is not exclusive; and (iii) the corporation shall have the power to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him or her or incurred by him
or her in any such capacity or arising out of his or her status as such, whether
or not the corporation would have the power to indemnify him or her against such
liabilities under Section 607.0850.

Notwithstanding the foregoing, Section 607.0850 of the FBCA provides that
indemnification or advancement of expenses shall not be made to or on behalf of
any director or officer if a judgment or other final adjudication establishes
that his or her actions, or omissions to act, were material to the cause of
action so adjudicated and constitute: (i) a violation of the criminal law,
unless the director or officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe his or her conduct was
unlawful; (ii) a transaction from which the director or officer derived an
improper personal benefit; (iii) in the case of a director, a circumstance under
which the liability provisions regarding unlawful distributions are applicable;
or (iv) willful misconduct or a conscious disregard for the best interests of
the corporation in a proceeding by or in the right of the corporation to procure
a judgment in its favor or in a proceeding by or in the right of a shareholder.

Section 607.0831 of the FBCA provides that a director of a Florida
corporation, such as Dycom, is not personally liable for monetary damages to the
corporation or any other person for any statement, vote,
II-1

decision, or failure to act, regarding corporate management or policy, by a
director, unless: (i) the director breached or failed to perform his or her
duties as a director; and (ii) the director's breach of, or failure to perform,
those duties constitutes: (A) a violation of criminal law, unless the director
had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his conduct was unlawful; (B) a transaction from
which the director derived an improper personal benefit, either directly or
indirectly; (C) a circumstance under which the liability provisions regarding
unlawful distributions are applicable; (D) 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 interest of the corporation, or
willful misconduct; or (E) 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.

By-laws. Dycom's by-laws provide that, except as prohibited under Florida
law, it shall indemnify any person who was or is made a party to any proceeding
by reason of the fact that he or she was or is a director or officer of the
corporation, or a director or officer of the corporation serving as a trustee or
fiduciary of an employee benefit plan of the corporation, against liability
incurred in connection with such proceeding, including any appeal thereof. Dycom
maintains insurance policies insuring its directors and officers against certain
liabilities they may incur in their capacity as directors and officers.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) List of Exhibits.

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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II-2

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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4.3 Registration Rights Agreement, dated as of March 31, 1999,
among Dycom Industries, Inc., Gary E. Ervin, Timothy W.
Ervin, Robert W. Ervin, Keith E. Walker, Robert J. Chastain,
Charles T. McElroy and Penny J. Ward (incorporated herein by
reference to Exhibit 4(i) of Dycom's Current Report on Form
8-K filed April 15, 1999, File No. 001-10613).
4.4 Registration Rights Agreement, dated as of March 8, 2000,
among Dycom Industries, Inc., Daniel B. Fugal and Guy L.
Fugal (incorporated herein by reference to Exhibit 4(i) of
Dycom's Current Report on Form 8-K filed on March 17, 2000,
File No. 001-10613).
5 Opinion of Marc R. Tiller, Esq., General Counsel of Dycom,
as to the validity of the securities being registered
(incorporated herein by reference to Exhibit 5 of Dycom's
Registration Statement on Form S-4 filed with the Commission
on February 5, 2002, File No. 333-81268).
8 Opinion of Shearman & Sterling regarding United States
federal income tax aspects of the offer and the merger
(incorporated herein by reference to Exhibit 8 of Dycom's
Registration Statement on Form S-4 filed with the Commission
on January 23, 2002, File No. 333-81268).
8.1 Opinion of Shearman & Sterling regarding the United States
federal income tax treatment of the offer and the merger.
8.2 Opinion of Gibson, Dunn & Crutcher LLP regarding the United
States federal income tax treatment of the offer and the
merger.
*8.3 Opinion of Shearman & Sterling regarding the United States
federal income tax treatment of the offer and the merger.
*8.4 Opinion of Gibson, Dunn & Crutcher LLP regarding the United
States federal income tax treatment of the offer and the
merger.
10.1 Second Amended and Restated Credit Facility Agreement, dated
as of April 27, 1999 (incorporated herein by reference to
Exhibit 10(i) of Dycom's Current Report on Form 8-K filed on
April 29, 1999, File No. 001-10613).
10.2 Second Amended and Restated Security Agreement, dated as of
April 27, 1999 (incorporated herein by reference to Exhibit
10(ii) of Dycom's Current Report on Form 8-K filed April 29,
1999, File No. 001-10613).
10.3 Second Amended and Restated Guarantee Agreement, dated as of
April 27, 1999 (incorporated herein by reference to Exhibit
10(iii) of Dycom's Current Report on Form 8-K filed April
29, 1999, File No. 001-10613).
10.4 Amendment two to second amended and restated credit facility
agreement dated as of April 27, 1999, dated as of December
12, 2000 (incorporated herein by reference to Dycom's
Quarterly Report on Form 10-Q filed March 13, 2001, File No.
001-10613).
10.5 Amendment three to second amended and restated credit
facility agreement dated as of April 27, 1999, dated June 4,
2001 (incorporated herein by reference to Exhibit 10.2 of
Dycom's Annual Report on Form 10-K for the fiscal year ended
July 28, 2001 and filed on October 10, 2001, File No.
001-10613).
10.6 1988 Incentive Stock Option Plan (incorporated herein by
reference to Exhibit A of Dycom's Definitive Proxy Statement
filed September 30, 1998, File No. 001-10613).
10.7 1991 Incentive Stock Option Plan (incorporated herein by
reference to Exhibit A of Dycom's Definitive Proxy Statement
filed November 5, 1991, File No. 001-10613).
10.8 Employment Agreement for Thomas R. Pledger (incorporated
herein by reference to Exhibit 10.6 of Dycom's Annual Report
on Form 10-K for the fiscal year ended July 31, 1999 and
filed on October 7, 1999, File No. 001-10613).
10.9 Employment Agreement for Steven E. Nielsen (incorporated
herein by reference to Exhibit 10.7 of Dycom's Annual Report
on Form 10-K for the fiscal year ended July 31, 1999 and
filed on October 7, 1999, File No. 001-10613).
10.10 Employment Letter for Robert J. Gluck (incorporated herein
by reference to Exhibit 10.8 of Dycom's Annual Report on
Form 10-K for the fiscal year ended July 31, 1999 and filed
on October 7, 1999, File No. 001-10613).

II-3

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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10.11 Employment Agreement with Richard L. Dunn (incorporated
herein by reference to Exhibit 10.2 of Dycom's Quarterly
Report on Form 10-Q for the quarter ended April 29, 2000 and
filed on June 9, 2000, File No. 001-10613).
10.12 Employment Agreement for Dennis O'Brien (incorporated herein
by reference to Exhibit 10.6 of Dycom's Annual Report on
Form 10-K for the fiscal year ended July 28, 2001 and filed
on October 10, 2001, File No. 001-10613).
10.13 Stock Purchase Agreement, dated as of March 12, 1999,
between Dycom Industries, Inc. and Gary E. Ervin, Timothy W.
Ervin and Robert W. Ervin (incorporated herein by reference
to Exhibit 2(i) of Dycom's Current Report on Form 8-K filed
April 15, 1999, File No. 001-10613).
10.14 Agreement and Plan of Merger, dated as of March 12, 1999,
among Apex Digital TV, Inc., Dycom Acquisition Corporation
III, Dycom Industries, Inc. and Gary E. Ervin, Timothy W.
Ervin, Robert W. Ervin, Keith E. Walker, Robert J. Chastain,
Charles T. McElroy and Penny J. Ward (incorporated herein by
reference to Exhibit 2(ii) of Dycom's Current Report on Form
8-K filed April 15, 1999, File No. 001-10613).
10.15 Agreement and Plan of Merger, dated as of February 14, 2000,
among Niels Fugal Suns Company, Dycom Acquisition
Corporation IV, Dycom Industries, Inc. and Guy L. Fugal and
Daniel B. Fugal (incorporated herein by reference to Exhibit
2(i) of Dycom's Current Report on Form 8-K filed March 17,
2000, File No. 001-10613).
21 Subsidiaries of Dycom (incorporated herein by reference to
Exhibit 21 of Dycom's Annual Report on Form 10-K for the
fiscal year ended July 28, 2001).
23.1 Consent of Deloitte & Touche LLP (for Dycom Industries,
Inc.) (included in Amendment No. 2 to Dycom's Registration
Statement on Form S-4 filed on February 12, 2002, File No.
333-81268).
23.2 Consent of KPMG LLP (for Arguss Communications, Inc.) (for
Dycom Industries, Inc.) (included in Amendment No. 2 to
Dycom's Registration Statement on Form S-4 filed on February
12, 2002, File No. 333-81268).
23.3 Consent of Marc R. Tiller, Esq., General Counsel of Dycom
(included in the opinion filed as Exhibit 5 of Dycom's
Registration Statement on Form S-4 filed with the Commission
on February 5, 2002, File No. 333-81268).
23.4 Consent of Shearman & Sterling, counsel to Dycom (included
in the opinion filed as Exhibit 8 of Dycom's Registration
Statement on Form S-4 filed on January 23, 2002, File No.
333-81268).
23.5 Consent of Shearman & Sterling (included in the opinion
filed as Exhibit 8.1 to this Registration Statement).
23.6 Consent of Gibson, Dunn & Crutcher LLP (included in the
opinion filed as Exhibit 8.2 to this Registration
Statement).
24 Power of Attorney (included on the signature page of Dycom's
Registration Statement on Form S-4 filed on January 23,
2002, File No. 333-81268).
99.1 Stockholders' Agreement, dated as of January 7, 2002, among
Dycom, Troy Acquisition Corp., Arguss Communications, Inc.
and certain stockholders of Arguss Communications, Inc.
(included as Annex B to the prospectus forming a part of
this Registration Statement and incorporated herein by
reference).
99.2 Confidentiality Agreement, dated as of December 11, 2001,
between Dycom Industries, Inc. and Arguss Communications,
Inc. (incorporated herein by reference to Exhibit 99.2 of
Dycom's Registration Statement on Form S-4 filed with the
Commission on January 23, 2002, File No. 333-81268).
99.3 Opinion of Allen & Company Incorporated (included as Annex C
to the prospectus forming a part of this Registration
Statement and incorporated herein by reference).

II-4

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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99.4 Consent of Allen & Company Incorporated (for Dycom
Industries, Inc.) (included in Amendment No. 2 to Dycom's
Registration Statement on Form S-4 filed on February 12,
2002, File No. 333-81268).
99.5 Form of Letter of Transmittal (incorporated herein by
reference to Exhibit 99.5 of Dycom's Registration Statement
on Form S-4 filed with the Commission on January 23, 2002,
File No. 333-81268).
99.6 Form of Notice of Guaranteed Delivery (incorporated herein
by reference to Exhibit 99.6 of Dycom's Registration
Statement on Form S-4 filed with the Commission on January
23, 2002, File No. 333-81268).
99.7 Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated herein by
reference to Exhibit 99.7 of Dycom's Registration Statement
on Form S-4 filed with the Commission on January 23, 2002,
File No. 333-81268).
99.8 Form of Letter to Clients (incorporated herein by reference
to Exhibit 99.8 of Dycom's Registration Statement on Form
S-4 filed with the Commission on January 23, 2002, File No.
333-81268).
99.9 Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 (incorporated herein by
reference to Exhibit 99.9 of Dycom's Registration Statement
on Form S-4 filed with the Commission on January 23, 2002,
File No. 333-81268).
99.10 Summary Advertisement as published in The Wall Street
Journal on January 23, 2002 (incorporated herein by
reference to Exhibit 99.10 of Dycom's Registration Statement
on Form S-4 filed with the Commission on January 23, 2002,
File No. 333-81268).
99.11 Joint Press Release dated January 7, 2002 (incorporated
herein by reference to Exhibit 99.1 of Dycom's Current
Report on Form 8-K dated January 7, 2002, File No.
001-10613).
99.12 Joint Press Release dated January 7, 2002 (incorporated
herein by reference to Exhibit 99.1 of Arguss' Current
Report on Form 8-K dated January 8, 2002, File No.
001-16257).

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* Filed herewith

(b) Not applicable.

ITEM 22. UNDERTAKINGS

(a) 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 the 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 Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

(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;

II-5

(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment will be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time will be deemed to
be the initial bona fide offering thereof; and

(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.

(b) 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of any 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 will be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time be deemed to be the
initial bona fide offering thereof.

(c) (1) The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.

(2) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used
in connection with an offering of securities subject to Rule 415, will be filed
as a part of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective amendment
will be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time will be deemed
to be the initial bona fide offering thereof.

(d) Insofar as indemnification for liabilities arising under the Securities
Act 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 SEC such indemnification is against
public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

(e) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

(f) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State
of Florida, on February 27, 2002.

DYCOM INDUSTRIES, INC.

By: /s/ STEVEN E. NIELSEN
------------------------------------
Name: Steven E. Nielsen
Title: President and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

* (Director and Principal February 27, 2002
--------------------------------------------------- Executive Officer)
Steven E. Nielsen

* (Principal Financial and February 27, 2002
--------------------------------------------------- Accounting Officer)
Richard L. Dunn

* Director February 27, 2002
---------------------------------------------------
Joseph M. Schell

* Director February 27, 2002
---------------------------------------------------
Tony G. Werner

* Director February 27, 2002
---------------------------------------------------
Kristina J. Johnson

* Director February 27, 2002
---------------------------------------------------
Ronald P. Younkin

*By: /s/ STEVEN E. NIELSEN February 27, 2002
---------------------------------------------
Steven E. Nielsen
Attorney-in-Fact

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EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------

2 Agreement and Plan of Merger, dated as of January 7, 2002,
among Dycom Industries, Inc., Troy Acquisition Corp. and
Arguss Communications, Inc. (included as Annex A to the
prospectus forming a part of this Registration Statement and
incorporated herein by reference).
3.1(i)1 Articles of Incorporation of Dycom (incorporated by
reference herein to Exhibit 3.01 of Dycom's Registration
Statement on Form S-1 filed with the Commission on October
29, 1986, File No. 033-09820).
3.1(i)2 Articles of Amendment to the Articles of Incorporation of
Dycom (incorporated by reference herein to Exhibit 3.01 of
Dycom's Registration Statement on Form S-1 filed with the
Commission on October 29, 1986, File No. 033-09820).
3.1(i)3 Articles of Amendment to the Articles of Incorporation of
Dycom, dated November 30, 1999 and filed with the Secretary
of State of Florida on December 17, 1999 (incorporated by
reference herein to Exhibit 3(i)3 of Dycom's Registration
Statement on Form S-4 filed with the Commission on January
23, 2002, File No. 333-81268).
3.1(i)4 Articles of Amendment to the Articles of Incorporation of
Dycom, dated April 6, 2001 (incorporated herein by reference
to Exhibit 3 of Dycom's Quarterly Report on Form 10-Q for
the quarter ended April 22, 2001, as filed on June 11, 2001,
File No. 001-10613).
3(ii) Amended By-laws of Dycom, as amended on May 24, 1999
(incorporated by reference herein to Exhibit 3(ii) of
Dycom's Registration Statement on Form S-4 filed with the
Commission on January 23, 2002, File No. 333-81268).
4.1 Description of Dycom's Capital Stock (incorporated by
reference herein to Dycom's Registration Statement on Form
S-3 filed with the Commission on October 23, 2000, File No.
333-48398).
4.2 Shareholder Rights Agreement, dated April 4, 2001, between
Dycom Industries, Inc. and the Rights Agent (which includes
the Form of Rights Certificate, as Exhibit A, the Summary of
Rights to Purchase Preferred Stock, as Exhibit B, and the
Form of Articles of Amendment to the Articles of
Incorporation for Series A Preferred Stock, as Exhibit C)
(incorporated herein by reference to Exhibit 1 to Dycom's
Form 8-A filed April 6, 2001, File No. 001-10613).
4.3 Registration Rights Agreement, dated as of March 31, 1999,
among Dycom Industries, Inc., Gary E. Ervin, Timothy W.
Ervin, Robert W. Ervin, Keith E. Walker, Robert J. Chastain,
Charles T. McElroy and Penny J. Ward (incorporated herein by
reference to Exhibit 4(i) of Dycom's Current Report on Form
8-K filed April 15, 1999, File No. 001-10613).
4.4 Registration Rights Agreement, dated as of March 8, 2000,
among Dycom Industries, Inc., Daniel B. Fugal and Guy L.
Fugal (incorporated herein by reference to Exhibit 4(i) of
Dycom's Current Report on Form 8-K filed March 17, 2000,
File No. 001-10613).
5 Opinion of Marc R. Tiller, Esq., General Counsel of Dycom,
as to the validity of the securities being registered
(incorporated herein by reference to Exhibit 5 of Dycom's
Registration Statement on Form S-4 filed with the Commission
on February 5, 2002, File No. 333-81268).
8 Opinion of Shearman & Sterling regarding United States
federal income tax aspects of the offer and the merger
(incorporated herein by reference to Exhibit 8 of Dycom's
Registration Statement on Form S-4 filed with the Commission
on January 23, 2002, File No. 333-81268).
8.1 Opinion of Shearman & Sterling regarding the United States
federal income tax treatment of the offer and the merger.
8.2 Opinion of Gibson, Dunn & Crutcher LLP regarding the United
States federal income tax treatment of the offer and the
merger.
*8.3 Opinion of Shearman & Sterling regarding the United States
federal income tax treatment of the offer and the merger.

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------

*8.4 Opinion of Gibson, Dunn & Crutcher LLP regarding the United
States federal income tax treatment of the offer and the
merger.
10.1 Second Amended and Restated Credit Facility Agreement, dated
as of April 27, 1999 (incorporated herein by reference to
Exhibit 10(i) of Dycom's Current Report on Form 8-K filed
April 29, 1999, File No. 001-10613).
10.2 Second Amended and Restated Security Agreement, dated as of
April 27, 1999 (incorporated herein by reference to Exhibit
10(ii) of Dycom's Current Report on Form 8-K filed April 29,
1999, File No. 001-10613).
10.3 Second Amended and Restated Guarantee Agreement, dated as of
April 27, 1999 (incorporated herein by reference to Exhibit
10(iii) of Dycom's Current Report on Form 8-K filed April
29, 1999, File No. 001-10613).
10.4 Amendment two to second amended and restated credit facility
agreement dated as of April 27, 1999, dated as of December
12, 2000 (incorporated herein by reference to Dycom's
Quarterly Report on Form 10-Q filed March 13, 2001, File No.
001-10613).
10.5 Amendment three to second amended and restated credit
facility agreement dated as of April 27, 1999, dated June 4,
2001 (incorporated herein by reference to Exhibit 10.2 of
Dycom's Annual Report on Form 10-K for the fiscal year ended
July 28, 2001 and filed on October 10, 2001, File No.
001-10613).
10.6 1988 Incentive Stock Option Plan (incorporated herein by
reference to Exhibit A of Dycom's Definitive Proxy Statement
filed September 30, 1998, File No. 001-10613).
10.7 1991 Incentive Stock Option Plan (incorporated herein by
reference to Exhibit A of Dycom's Definitive Proxy Statement
filed November 5, 1991, File No. 001-10613).
10.8 Employment Agreement for Thomas R. Pledger (incorporated
herein by reference to Exhibit 10.6 of Dycom's Annual Report
on Form 10-K for the fiscal year ended July 31, 1999 and
filed on October 7, 1999, File No. 001-10613).
10.9 Employment Agreement for Steven E. Nielsen (incorporated
herein by reference to Exhibit 10.7 of Dycom's Annual Report
on Form 10-K for the fiscal year ended July 31, 1999).
10.10 Employment Letter for Robert J. Gluck (incorporated herein
by reference to Exhibit 10.8 of Dycom's Annual Report on
Form 10-K for the fiscal year ended July 31, 1999 and filed
on October 7, 1999, File No. 001-10613).
10.11 Employment Agreement with Richard L. Dunn (incorporated
herein by reference to Exhibit 10.2 of Dycom's Quarterly
Report on Form 10-Q for the quarter ended April 29, 2000 and
filed on June 9, 2000, File No. 001-10613).
10.12 Employment Agreement for Dennis O'Brien (incorporated herein
by reference to Exhibit 10.6 of Dycom's Annual Report on
Form 10-K for the fiscal year ended July 28, 2001 and filed
on October 10, 2001, File No. 001-10613).
10.13 Stock Purchase Agreement, dated as of March 12, 1999,
between Dycom Industries, Inc. and Gary E. Ervin, Timothy W.
Ervin and Robert W. Ervin (incorporated herein by reference
to Exhibit 2(i) of Dycom's Current Report on Form 8-K filed
April 15, 1999, File No. 001-10613).
10.14 Agreement and Plan of Merger, dated as of March 12, 1999,
among Apex Digital TV, Inc., Dycom Acquisition Corporation
III, Dycom Industries, Inc. and Gary E. Ervin, Timothy W.
Ervin, Robert W. Ervin, Keith E. Walker, Robert J. Chastain,
Charles T. McElroy and Penny J. Ward (incorporated herein by
reference to Exhibit 2(ii) of Dycom's Current Report on Form
8-K filed April 15, 1999, File No. 001-10613).
10.15 Agreement and Plan of Merger, dated as of February 14, 2000,
among Niels Fugal Suns Company, Dycom Acquisition
Corporation IV, Dycom Industries, Inc. and Guy L. Fugal and
Daniel B. Fugal (incorporated herein by reference to Exhibit
2(i) of Dycom's Current Report on Form 8-K filed March 17,
2000, File No. 001-10613).

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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21 Subsidiaries of Dycom (incorporated herein by reference to
Exhibit 21 of Dycom's Annual Report on Form 10-K for the
fiscal year ended July 28, 2001).
23.1 Consent of Deloitte & Touche LLP (for Dycom Industries,
Inc.) (for Dycom Industries, Inc.) (included in Amendment
No. 2 to Dycom's Registration Statement on Form S-4 filed on
February 12, 2002, File No. 333-81268).
23.2 Consent of KPMG LLP (for Arguss Communications, Inc.) (for
Dycom Industries, Inc.) (included in Amendment No. 2 to
Dycom's Registration Statement on Form S-4 filed on February
12, 2002, File No. 333-81268).
23.3 Consent of Marc R. Tiller, Esq., General Counsel of Dycom
(included in the opinion filed as Exhibit 5 of Dycom's
Registration Statement on Form S-4 filed with the Commission
on February 5, 2002, File No. 333-81268).
23.4 Consent of Shearman and Sterling, counsel to Dycom (included
in the opinion filed as Exhibit 8 of Dycom's Registration
Statement on Form S-4 filed on January 23, 2002, File No.
333-81268).
23.5 Consent of Shearman & Sterling (included in the opinion
filed as Exhibit 8.1 to this Registration Statement).
23.6 Consent of Gibson, Dunn & Crutcher LLP (included in the
opinion filed as Exhibit 8.2 to this Registration
Statement).
24 Power of Attorney (included on the signature page of Dycom's
Registration Statement on Form S-4 filed on January 23,
2002, File No. 333-81268).
99.1 Stockholders' Agreement, dated as of January 7, 2002, among
Dycom, Troy Acquisition Corp., Arguss Communications, Inc.
and certain stockholders of Arguss Communications, Inc.
(included as Annex B to the prospectus forming a part of
this Registration Statement and incorporated herein by
reference).
99.2 Confidentiality Agreement, dated as of December 11, 2001,
between Dycom Industries, Inc. and Arguss Communications,
Inc. (incorporated herein by reference to Exhibit 99.2 of
Dycom's Registration Statement on Form S-4 filed with the
Commission on January 23, 2002, File No. 333-81268).
99.3 Opinion of Allen & Company Incorporated (included as Annex C
to the prospectus forming a part of this Registration
Statement and incorporated herein by reference).
99.4 Consent of Allen & Company Incorporated (for Dycom
Industries, Inc.) (included in Amendment No. 2 to Dycom's
Registration Statement on Form S-4 filed on February 12,
2002, File No. 333-81268).
99.5 Form of Letter of Transmittal (incorporated herein by
reference to Exhibit 99.5 of Dycom's Registration Statement
on Form S-4 filed with the Commission on January 23, 2002,
File No. 333-81268).
99.6 Form of Notice of Guaranteed Delivery (incorporated herein
by reference to Exhibit 99.6 of Dycom's Registration
Statement on Form S-4 filed with the Commission on January
23, 2002, File No. 333-81268).
99.7 Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees (incorporated herein by
reference to Exhibit 99.7 of Dycom's Registration Statement
on Form S-4 filed with the Commission on January 23, 2002,
File No. 333-81268).
99.8 Form of Letter to Clients (incorporated herein by reference
to Exhibit 99.8 of Dycom's Registration Statement on Form
S-4 filed with the Commission on January 23, 2002, File No.
333-81268).
99.9 Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 (incorporated herein by
reference to Exhibit 99.9 of Dycom's Registration Statement
on Form S-4 filed with the Commission on January 23, 2002,
File No. 333-81268).

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NUMBER DESCRIPTION OF DOCUMENT
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99.10 Summary Advertisement as published in The Wall Street
Journal on January 23, 2002 (incorporated herein by
reference to Exhibit 99.10 of Dycom's Registration Statement
on Form S-4 filed with the Commission on January 23, 2002,
File No. 333-81268).
99.11 Joint Press Release dated January 7, 2002 (incorporated
herein by reference to Exhibit 99.1 of Dycom's Current
Report on Form 8-K dated January 7, 2002, File No.
001-10613).
99.12 Joint Press Release dated January 7, 2002 (incorporated
herein by reference to Exhibit 99.1 of Arguss' Current
Report on Form 8-K dated January 8, 2002, File No.
001-16257).

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* Filed herewith