As filed with the Securities and Exchange Commission on November 15, 2018
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
QUANTA SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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74-2851603
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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2800 Post Oak Boulevard, Suite 2600
Houston, Texas 77056
(713)
629-7600
(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)
Donald C. Wayne
Executive Vice President and General Counsel
2800 Post Oak Boulevard, Suite 2600
Houston, Texas 77056
(713)
629-7600
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Gene J.
Oshman
Jeremy L. Moore
Baker Botts L.L.P.
910
Louisiana
Houston, Texas 77005
(713)
229-1648
Approximate date of
commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of
the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans,
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, please 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(c) 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 registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule
12b-2
of the Exchange Act (Check one):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
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Smaller reporting company
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☐
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Emerging Growth Company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Unit(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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Common Stock, par value $.00001 per share
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449,929(3)
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$33.87
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$15,239,095.23
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$1,846.98
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), includes an
undetermined number of additional shares of common stock as may from time to time be issued by reason of stock splits, stock dividends and other similar transactions.
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(2)
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Estimated pursuant to Rule 457(c) under the Securities Act solely for the purpose of calculating the
registration fee, based upon the average of the high and low sales prices of the registrants common stock on November 14, 2018, as reported by the New York Stock Exchange, Inc. The proposed maximum offering price per share of common stock
will be determined from time to time by the selling securityholder in connection with, and at the time of, the sale by the selling securityholder of the securities registered hereunder.
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(3)
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Represents shares of common stock of the registrant that may be issued in respect of exchangeable shares of
Northstar Sharps Foundation Specialists Ltd., a subsidiary of the registrant, held by the selling securityholder, which exchangeable shares may be exchanged from time to time by the selling securityholder on a
one-for-one
basis for shares of the registrants common stock.
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