As filed with the Securities and Exchange Commission on May 18, 2011

Registration No. 333-      

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

QUANTA SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		74-2851603 (I.R.S. Employer Identification Number)

2800 Post Oak Boulevard, Suite 2600
Houston, Texas 77056
(713) 629-7600
(Address, including zip code, telephone number, including area code, of principal executive offices)

Quanta Services, Inc. 2007 Stock Incentive Plan
(Full title of the plan)

Tana L. Pool
Vice President and General Counsel
Quanta Services, Inc.
2800 Post Oak Boulevard, Suite 2600
Houston, Texas 77056
(713) 629-7600
(Name, address and telephone number, including area code, of agent for service)

Copies to:

Christine B. LaFollette
Shar Ahmed
Akin Gump Strauss Hauer & Feld LLP
1111 Louisiana Street, 44th Floor
Houston, Texas 77002
(713) 220-5800

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Proposed Maximum

Amount to be

Offering Price Per

Aggregate Offering

Amount of

Title of Securities to be Registered

Registered (1)

Share (2)

Price (2)

Registration Fee

Common Stock, par value $0.00001 per share

178,815

$19.59

$3,502,985.85

$406.70

 

 

EXPLANATORY NOTE

     This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 178,815 shares of common stock, par value $0.00001 per share, of Quanta Services, Inc., or the Company, that may be issued pursuant to awards granted under the Quanta Services, Inc. 2007 Stock Incentive Plan, or the 2007 Plan. The additional 178,815 shares of common stock that are the subject of this Registration Statement relate to additional shares of common stock that have become available pursuant to the terms of the 2007 Plan.

     In accordance with Instruction E to the General Instructions to Form S-8, the contents of the Registration Statement on Form S-8 (File No. 333-143923) relating to the 2007 Plan that the Company filed with the Securities and Exchange Commission, or the Commission, on June 20, 2007 are hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed with the Commission are incorporated herein by reference, other than information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K or exhibits filed under Item 9.01 relating to those Items, unless expressly stated otherwise therein:

	(a)		the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 001-13831), filed with the Commission on March 1, 2011;
	(b)		the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 001-13831), filed with the Commission on May 6, 2011;
	(c)		the Company’s Current Reports on Form 8-K filed with the Commission since December 31, 2010:

	(1)		Current Report on Form 8-K (File No. 001-13831), filed with the Commission on March 7, 2011;
	(2)		Current Report on Form 8-K (File No. 001-13831), filed with the Commission on March 25, 2011; and

(d)

the Company’s Form 8-A12B (File No. 001-13831), filed with the Commission on January 28, 1998, as amended by the Form 8-A12B/A (Amendment No. 1) (File No. 001-13831), filed with the Commission on February 5, 1998, and as amended by the Form 8-A12B/A (Amendment No. 2) (File No. 001-13831), filed with the Commission on February 6, 1998.

     In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, excluding any information furnished pursuant to any Current Report on Form 8-K, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein, as the case may be, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 5. Interests of Named Experts and Counsel.

     The validity of the securities has been passed upon by Carolyn M. Campbell, the Company’s Deputy General Counsel. As of May 12, 2011, Ms. Campbell owned 4,759 shares of the Company’s common stock (including restricted stock).

Item 8. Exhibits.

     See Index to Exhibits, attached hereto, which Index to Exhibits is hereby incorporated into this Item 8.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Quanta Services, Inc. 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 Houston, State of Texas on May 18, 2011.

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John R. Colson and James H. Haddox, each of whom may act without joinder of the other, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may 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 listed capacities on May 18, 2011:

Name		Title
/s/ John R. Colson		Chief Executive Officer, Director
John R. Colson		(Principal Executive Officer)
/s/ James H. Haddox		Chief Financial Officer
James H. Haddox		(Principal Financial Officer)
/s/ Derrick A. Jensen		Senior Vice President — Finance and Administration and
Derrick A. Jensen		Chief Accounting Officer (Principal Accounting Officer)
/s/ James R. Ball		Director
James R. Ball
/s/ J. Michal Conaway		Director
J. Michal Conaway
/s/ Ralph R. Disibio		Director
Ralph R. Disibio
/s/ Vincent D. Foster		Director
Vincent D. Foster

Name		Title
/s/ Bernard Fried		Director
Bernard Fried
/s/ Louis C. Golm		Director
Louis C. Golm
/s/ Worthing F. Jackman		Director
Worthing F. Jackman
/s/ Bruce Ranck		Director
Bruce Ranck
/s/ John R. Wilson		Director
John R. Wilson
/s/ Pat Wood, III		Director
Pat Wood, III

INDEX TO EXHIBITS

Exhibit
Number		Description of Exhibits
4.5		Quanta Services, Inc. 2007 Stock Incentive Plan (previously filed as Exhibit 99.1 to the Company’s Form 8-K (File No. 001-13831) filed May 29, 2007 and incorporated herein by reference)
5.1*		Opinion of Carolyn M. Campbell regarding legality of securities being registered
23.1*		Consent of Carolyn M. Campbell (included in Exhibit 5.1 filed herewith)
23.2*		Consent of PricewaterhouseCoopers LLP
24.1*		Powers of Attorney (included on signature page)