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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________________________________________________________________________
MYR Group Inc.
(Exact name of registrant as specified in its charter)
________________________________________________________________________________
Delaware
(State or other jurisdiction of incorporation or organization)
36-1517230
(I.R.S. Employer Identification No.)
________________________________________________________________________________
1701 West Golf Road, Suite 1012
Rolling Meadows, IL 60008-4007
(Address of Principal Executive Offices)(Zip Code)
________________________________________________________________________________
1996 Non-Employee Director Stock Ownership Plan
(Full title of the plan)
________________________________________________________________________________
MYR Group Inc. copy to: Bell, Boyd & Lloyd
1701 West Golf Rd., Suite 1012 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) 290-1892 (312) 372-1121
(Telephone number, including area code, of agent for service)
________________________________________________________________________________
Calculation of Registration Fee
Proposed Proposed
Title of maximum maximum Amount of
securities to Amount to be offering price aggregate registration
be registered registered per unit offering price fee
Common 50,000 $ 22.625 $1,131,250 $342.81
________________________________________________________________________________
1. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
2. In accordance with Rule 457(h), the price has been calculated on the basis
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, Inc.
on November 21, 1997 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 in 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 85,091 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 attorney's 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 a 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 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, suite 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
The Registrant, pursuant to the requirements of the Securities Act of 1933,
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 November 25,
1997.
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 November 25, 1997.
__________________________________________ Chairman and
Charles M. Brennan III Chief Executive Officer
__________________________________________ Director
William G. Brown
___________________________________________ Director
Allan J. 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
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)
November 26, 1997
MYR Group Inc.
Three Continental Towers
1701 W. Golf Road, Suite 1012
Rolling Meadows, IL 60008-4007
Re: 1996 Non-Employee Director Stock Ownership Plan
Ladies and Gentlemen:
As General Counsel of MYR Group Inc., a Delaware corporation, (the "Company"), I
have acted as counsel to the Company with respect to the preparation, execution
and filing of the registration statement on Form S-8 of the Company, which
covers 50,000 shares of common stock, $1.00 par value, of the Company (the
"Shares"), offered under the Company's 1996 Non-Employee Director Stock
Ownership Plan (the "Plan"). I have examined the originals or copies, certified
or otherwise, of certificates, documents and records, as I have deemed necessary
for purposes of this opinion.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation organized and legally existing under the laws
of the State of Delaware.
2. The Company has taken all action necessary to authorize (a) the Plan, (b)
and the issuance of Shares, in accordance with the terms of the Plan.
3. Shares issued pursuant to the terms of the Plan, when issued and paid for
in accordance with the terms of the Plan, will constitute legally issued,
fully paid and non-assessable shares of common stock, $1.00 par value, of
the Company.
I also consent to the filing of this opinion as an exhibit to the registration
statement on Form S-8 for the registration of the Shares under the Securities
Act of 1933 (the "Act"). In giving such consent, I do not admit that I am in
the category of persons whose consent is required by Section 7 of the Act.
Sincerely,
Byron D. Nelson
General Counsel Ex. 5
Exhibit 23(a)
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
MYR Group Inc. on Form S-8 of our report dated March 19, 1997, appearing in the
Annual Report on Form 10-K of MYR Group Inc. for the year ended December 31,
1996.
DELOITTE & TOUCHE LLP
Chicago IL
November ______, 1997