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REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the
Securities Act of 1933
MYR Group Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-1517230
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2550 West Golf Rd., Suite 200, Rolling Meadows, Illinois 60008-4007
(Address of Principal Executive Offices) (Zip Code)
1995 Stock Option Plan
(Full Title of the Plan)
MYR Group Inc. Copy to: Bell, Boyd & Lloyd
2550 West Golf Rd., #200 Three First National Plaza
Rolling Meadows, IL 60008-4007 Chicago, IL 60602
Attn: Byron D. Nelson Attn: William G. Brown
(Name and Address of Agent For Service)
(847) 290-1891 (312) 372-1121
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount
Securities to be Maximum Maximum of
to be Registered Offering Aggregate Registration
Registered Price Offering Fee (Total)
Per Price
Share
Common 316,664 $ 10.50 $ 3,324,972 (2) $ 1,146
Stock
Common 83,336 $ 10.87 $ 905,862 $ 312
Stock
(1) The registration statement also covers such indeterminable number
of additional shares as may be issuable as a result of terminated,
expired or surrendered options for common stock, forfeited shares of
common stock or pursuant to the antidilution adjustment provisions of
the Plan.
(2) In accordance with Rule 457 (h), calculated on the basis of the
average of the high and low sale prices of the Registrant's common stock
as quoted in the consolidated reporting system of the New York Stock
Exchange on April 15,1996 as reported by The Wall Street Journal
(Midwest Edition).
PART I
INFORMATION REQUIRED IN THE
SECTION 10 (a) PROSPECTUS
Item 1. Plan Information.
Not required to be included herewith.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be included herewith.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
registration statement:
(a) The registrant's latest annual report on Form 10-K filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered
by the annual report referred to in (a) above,
(c) The description of the common stock of the Registrant contained in
its registration statement filed under Section 12 of the Securities
Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such description,
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment which indicates that all
common stock of the Registrant offered have been sold or which
deregisters all common stock then remaining unsold, shall be deemed to
be incorporated by reference in this registration statement and a part
hereof from the date of filing of such documents. Any statement
contained in any document incorporated or deemed incorporated by
reference in this registration statement 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 other subsequently filed
document which is or is deemed to be incorporated herein 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 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
William G. Brown, a partner of the law firm of Bell, Boyd & Lloyd,
Chicago, Illinois, and counsel to the Registrant, is a director of the
Registrant. Bell, Boyd & Lloyd provides legal services to the Registrant
and the Registrant anticipates that legal services will be provided to
it by the law firm in the future. Mr. Brown beneficially owns 80,998
shares of the Registrant's common stock, $1.00 par value.
Item 6. Indemnification of Directors and Officers.
The Registrant is authorized under Section 145 of the Delaware General
Corporation Law, subject to the procedures and limitations stated
therein, to indemnify any person against any expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with any threatened,
pending or completed action, suit or proceeding in which such person is
made a party by reason of being or having been a director or officer of
the Registrant. The Registrant is required by its certificate of
incorporation to indemnify its directors and officers and others to the
extent permitted by law. The Registrant's certificate of incorporation
also limits the liability of directors of the Registrant to the
Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, subject to certain exceptions, consistent
with Section 102(b)(7) of the Delaware General Corporation Law.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits to this registration statement which are required by Item
601 of Regulation S-K are listed in the Index to Exhibits set forth
elsewhere in this registration statement.
Item 9. Undertakings.
Each of the following undertakings required by Items 512(a), (b), (h)
and other applicable undertakings in Item 512 of Regulation S-K is
furnished by the Registrant as set forth:
(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 this 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 this
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change in such information in this
Registration Statement
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(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 an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference
in this Registration Statement shall be deemed a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(e) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and is furnished to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange Commission such indemnification
is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 Rolling Meadows,
State of Illinois, on April , 1996.
MYR Group Inc.
By
Charles M. Brennan III
Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on April , 1996.
Chairman and Chief
Charles M. Brennan III Executive Officer
Director
William G. Brown
Director
Allan E. Bulley, Jr.
Director
John M. Harlan
Director
Bide L. Thomas
Senior Vice President,
Elliott C. Robbins Chief Financial Officer
and Treasurer
Controller
Betty R. Johnson (Principal Accounting Officer)
Index to Exhibits
The following documents are filed as part of this registration
statement.
Exhibit Page Number
Description of Document or Reference
4(a)(1) Certificate of Incorporation (1)
of the Registrant
4(a)(2) Bylaws of the Registrant (2)
5 Opinion of Byron D. Nelson 9
regarding legality
23(a) Consent of Deloitte & Touche LLP 10
23(b) Consent of Byron D. Nelson
(included in Ex. 5)
(1) Incorporated by reference to Exhibit 3.1 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995 (File
No. 1-8325).
(2) Incorporated by reference to Exhibit 3.2 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994 (File
No. 1-8325).