UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 6, 2002
Quanta Services, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-13831 74-2851603
(Commission File Number) (IRS Employer Identification Number)
1360 Post Oak Boulevard, Suite 2100
Houston, Texas 77056
(Address of principal executive offices, including zip code)
713-629-7600
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Item 5. Other Events
On December 6, 2002, Quanta Services, Inc., a Delaware corporation
("Quanta"), entered into Amendment No. 1 to Securities Purchase Agreement (the
"Amendment") with First Reserve Fund IX, L.P., a Delaware limited partnership
("First Reserve"). The Amendment amended the Securities Purchase Agreement dated
October 15, 2002 (the "Purchase Agreement") between Quanta and First Reserve. A
copy of the Amendment is attached to this Form 8-K as Exhibit 10.1 and is
incorporated herein by reference. Quanta filed a copy of the Purchase Agreement
as Exhibit 10.1 to its Form 8-K filed on October 22, 2002.
Pursuant to the Purchase Agreement, on October 15, 2002, First Reserve
purchased 8,666,666 shares of Common Stock from Quanta at a purchase price of
$3.00 per share. In addition, First Reserve agreed, subject to certain
conditions, to purchase from Quanta 2,430,741 shares of Series E Preferred
Stock. Each share of Series E Preferred Stock will, upon stockholder approval,
be convertible into ten shares of Common Stock, at a price per common share
equivalent of $3.00. The Purchase Agreement stated that the purchase of the
Series E Preferred Stock would occur upon satisfaction of all conditions,
including the negotiation of certain amendments to Quanta's senior credit
facility and senior secured note agreements, but no later than December 7, 2002.
The Amendment extended the date by which First Reserve must purchase, and
Quanta must issue, the Series E Preferred Stock from December 7, 2002 to
December 20, 2002.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements: None.
(b) Pro Forma Financial Information: None.
(c) Exhibits:
Exhibit No. Document
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10.1 Amendment No. 1 to Securities Purchase Agreement dated
December 6, 2002 between Quanta Services, Inc. and First
Reserve Fund IX, L.P.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
QUANTA SERVICES, INC.
By: /s/ Dana A. Gordon
---------------------------------
Dana A. Gordon
Vice President and General Counsel
December 11, 2002
EXHIBIT INDEX
Exhibit No. Document
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10.1 Amendment No. 1 to Securities Purchase Agreement dated
December 6, 2002 between Quanta Services, Inc. and First
Reserve Fund IX, L.P.