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): August 28, 2008
(August 27, 2008)
QUANTA SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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| 1-13831
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74-2851603 |
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(IRS Employer Identification No.) |
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)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
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| Item 2.04 |
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Triggering Events That Accelerate or Increase a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement. |
Item 8.01 Other Events.
On August 27, 2008, Quanta Services, Inc. (“Quanta”) issued a notice of redemption to redeem
all of its outstanding 4.50% Convertible Subordinated Debentures due 2023 (the “Debentures”), which
were issued pursuant to an Indenture dated as of October 17, 2003 (the “Indenture”) between Quanta
and Wells Fargo Bank, National Association, as trustee. The aggregate principal amount of the
outstanding Debentures is approximately $269.98 million. The Debentures will be redeemed on
October 8, 2008 (the “Redemption Date”) at a redemption price of 100% of the principal amount of
the Debentures (the “Redemption Price”), plus accrued and unpaid interest to, but not including,
the Redemption Date.
Pursuant to the terms of the Indenture and instead of receiving the Redemption Price, each of
the holders of the Debentures have the right, at its option, to convert all or a portion of the
principal amount of the Debentures into shares of Quanta’s common stock (“Common Stock”) at a
conversion rate of 89.7989 shares of Common Stock for each $1,000 principal amount of Debentures
converted, which is equivalent to a conversion price of $11.14 per share. If a holder of the
Debentures elects to exercise this option, the holder must deliver a conversion notice to the
trustee before 5:00 pm CDT on October 6, 2008.
On August 27, 2008, Quanta issued a press release announcing its issuance of the notice of
redemption of the Debentures. A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Each of the holders of the Debentures also has the right to require Quanta to repurchase all
or a portion of its Debentures for cash on October 1, 2008 (the “Repurchase Date”). The repurchase
price is equal to 100% of the principal amount of the Debentures surrendered for repurchase, plus
accrued and unpaid interest to, but not including, the Repurchase Date. As a result of this
repurchase right, Quanta reclassified the aggregate principal amount of the outstanding Debentures
into a current obligation on October 1, 2007.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. |
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Exhibit |
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99.1
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Press Release of Quanta Services, Inc. dated August 27, 2008 |