EXHIBIT 10.2
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COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT (this "AGREEMENT"), made
this 13 day of March, 2002, between Quanta Services, Inc., a Delaware
corporation (the "SELLER") and Wachovia Bank, N.A., a national banking
association, not in its individual or corporate capacity, but solely in its
capacity as trustee (the "TRUSTEE") of the Quanta Services, Inc. Stock Employee
Compensation Trust (the "TRUST", which is hereinafter sometimes referred to as
the "PURCHASER") under a trust agreement between the Seller and the Trustee
dated as of March 13, 2002 (the "TRUST AGREEMENT").
W I T N E S S E T H:
WHEREAS, as contemplated by the Trust Agreement, the Purchaser is
to purchase from the Seller, and the Seller is to sell to the Purchaser, eight
million (8,000,000) shares of the Seller's Common Stock, par value $0.00001 per
share (the "COMMON SHARES"), of which 986,000 are currently issued and held by
the Seller as treasury stock (the "TREASURY SHARES") and 7,014,000 are currently
unissued (the "UNISSUED SHARES"), all as more specifically provided herein;
NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein, and subject to and on the terms and conditions
herein set forth, the parties hereto agree as follows:
ARTICLE I.
PURCHASE AND SALE OF SHARES
1.1. PURCHASE AND SALE. Subject to the terms and conditions set
forth herein, at the Closing (as hereinafter defined), the Seller will sell to
the Purchaser, and the Purchaser will purchase from the Seller, the Common
Shares, and, in consideration for the Common Shares, the Purchaser will deliver
to the Seller (1) a note in the form of Appendix I to this Agreement in the
principal amount of one hundred thirty-two million seventy-nine thousand nine
hundred twenty-nine dollars and eighty-six cents ($132,079,929.86) (the "NOTE"),
and (2) cash in the amount of $70.14 representing the aggregate par value of the
Unissued Shares.
1.2. CLOSING. The closing of the sale and purchase of the Common
Shares hereunder (the "CLOSING") will be held at the offices of the Seller at
6:00 P.M., Houston, Texas time, on the date of execution and delivery of this
Agreement by the Seller and the Purchaser, or at such other time, date and place
as may be mutually agreed upon by the Seller and the Purchaser.
1.3. DELIVERY AND PAYMENT. At the Closing, the Seller will deliver
to the Purchaser a certificate representing the Common Shares, which certificate
shall be registered in the name of the Trustee, or the name of its nominee,
against payment by the Purchaser to the Seller of the aggregate consideration
set forth in Section 1.1 therefor. The Seller will pay all stamp and other
transfer taxes, if any, that may be payable in respect of the sale and delivery
of the Common Shares.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller represents and warrants to the Purchaser as follows:
2.1. CORPORATE EXISTENCE AND AUTHORITY. The Seller (a) is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, (b) has all requisite corporate power to execute,
deliver and perform this Agreement and (c) has taken all necessary corporate
action to authorize the execution, delivery and performance of this Agreement.
2.2. NO CONFLICT. The execution and delivery of this Agreement does
not, and the consummation of the transactions contemplated hereby will not,
violate, conflict with or constitute a default under (a) the Seller's
certificate of incorporation or bylaws, (b) any agreement, indenture or other
instrument to which the Seller is a party or by which the Seller or its assets
may be bound or (c) any law, regulation, order, arbitration, award, judgment or
decree applicable to the Seller.
2.3. VALIDITY. This Agreement has been duly executed and delivered
by the Seller and is a valid and binding agreement of the Seller enforceable
against the Seller in accordance with its terms, except as the enforceability
thereof may be limited by any applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other laws affecting the enforcement of
creditors' rights generally, and by general principles of equity.
2.4. THE COMMON SHARES. The Common Shares have been duly authorized;
the Treasury Shares have been duly issued and are held by the Seller as treasury
stock; and when issued (in the case of the Unissued Shares) and sold as
contemplated hereby, the Common Shares will be validly issued, fully paid and
non-assessable shares of the Seller. No stockholder of the Seller has any
preemptive or other subscription right to acquire any Common Shares. The Seller
will convey to the Purchaser, on the date of Closing, good and valid title to
the Common Shares free and clear of any liens, claims, security interests and
encumbrances.
2.5. BUSINESS AND FINANCIAL INFORMATION. Seller has heretofore
delivered to the Purchaser copies of the audited consolidated balance sheets,
statements of stockholders' equity, statements of operations and statements of
cash flows of Seller and its subsidiaries as of and for the fiscal years ending
December 31, 2000 and December 31, 1999 and the unaudited consolidated balance
sheet, statement of stockholders' equity, statement of operations and statement
of cash flows of Seller and its subsidiaries as of and for the nine months
ending September 30, 2001 (including the related notes and schedules, the
"SELLER FINANCIAL STATEMENTS"). The Seller Financial Statements fairly present
the consolidated results of operations, changes in stockholders' equity and cash
flows for the periods set forth therein and the consolidated financial position
as at the dates thereof of Seller and its subsidiaries, in accordance with
generally accepted accounting principles consistently applied throughout the
periods involved, except as set forth in the notes thereto and subject, in the
case of unaudited financial statements, to the omission of certain notes not
ordinarily accompanying such unaudited financial statements and to normal
year-end audit adjustments which in each case will not be material to Seller and
its subsidiaries taken as a
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whole. Since December 31, 2001, Seller has filed with the Securities and
Exchange Commission all forms, reports and documents required pursuant to the
Securities Act of 1933, as amended (the "1933 ACT"), and the Securities Exchange
Act of 1934, as amended (the "1934 ACT"), to be filed by it (the "DISCLOSURE
DOCUMENTS"). At the time filed, all of the Disclosure Documents complied as to
form in all material respects with all applicable requirements of such Acts.
None of the Disclosure Documents, at the time filed, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Seller as
follows:
3.1. AUTHORITY; VALIDITY. The Purchaser has full power and authority
under the Trust to execute and deliver this Agreement and the Note and to
consummate the transactions contemplated hereby. This Agreement has been duly
authorized, executed and delivered by the Trustee on behalf of the Trust and is
a valid and binding agreement of the Purchaser enforceable in accordance with
its terms, except as the enforceability thereof may be limited by any applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other laws affecting the enforcement of creditors' rights generally, and by
general principles of equity. The Note has been duly authorized by the Trustee
on behalf of the Trust and, upon the execution and delivery by the Trustee on
behalf of the Trust, the Note will be a valid and binding agreement of the
Purchaser enforceable in accordance with its terms, except as the enforceability
thereof may be limited by any applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other laws affecting the enforcement of
creditors' rights generally, and by general principles of equity.
3.2. NO CONFLICT. The execution and delivery of this Agreement do
not, and the execution and delivery of the Note, and the consummation of the
transactions contemplated hereby and thereby will not, violate, conflict with or
constitute a default under (a) the terms of the Trust, (b) any agreement,
indenture or other instrument to which the Trust is a party or by which the
Trust or its assets may be bound or subject or (c) any law, regulation, order,
arbitration award, judgment or decree applicable to the Trust.
ARTICLE IV.
RESTRICTIONS ON DISPOSITION OF THE COMMON SHARES
4.1. RESTRICTED SECURITIES. The Purchaser acknowledges that the
Purchaser is acquiring the Common Shares pursuant to a transaction exempt from
registration under the 1933 Act. The Purchaser represents, warrants and agrees
that all Common Shares acquired by the Purchaser pursuant to this Agreement are
being acquired for investment without any intention of making a distribution
thereof, or of making any sale or other disposition thereof which would be in
violation of the 1933 Act or any applicable state securities law, and that the
Purchaser will not dispose of any of the Common Shares, except that (a) the
Trustee will convey or sell a portion of
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the Common Shares to fund the obligations of the Seller under certain plans as
may be set forth in Schedule A to the Trust Agreement, and (b) the Trustee may
dispose of any Common Shares as provided in the Trust Agreement, in each case,
in compliance with all provisions of applicable federal and state law regulating
the issuance, sale and distribution of securities and the Trust Agreement.
4.2. LEGEND. Until such time as the Common Shares are registered
pursuant to the provisions of the 1933 Act, any certificate or certificates
representing the Common Shares delivered pursuant to Section 1.3 will bear a
legend in substantially the following form:
"The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and may not be sold,
transferred or otherwise disposed of unless they have first been
registered under such Act or unless an exemption from registration is
available."
The Seller may place stop transfer orders against the registration of transfer
of any share evidenced by such a certificate or certificates until such time as
the requirements of the foregoing are satisfied.
ARTICLE V.
COVENANTS OF SELLER
The Seller agrees that:
5.1. FINANCIAL STATEMENTS, REPORTS AND DOCUMENTS. Subsequent to the
Closing, and for as long as the Common Shares are held by the Trust (unless the
Trustee shall otherwise consent in writing), the Seller shall deliver to the
Trustee each of the following:
(a) ANNUAL STATEMENTS. As soon as available and in any event
within one hundred twenty (120) days after the close of each fiscal year
of the Seller, copies of the consolidated balance sheet of the Seller
and its subsidiaries as of the close of such fiscal year and
consolidated statements of operations, statements of stockholders'
equity and statements of cash flow of the Seller and its subsidiaries
for such fiscal year, in each case setting forth in comparative form the
figures for the preceding fiscal year, all in reasonable detail and
accompanied by an opinion thereon of Arthur Andersen LLP, or of other
independent public accountants of recognized national standing, to the
effect that such financial statements have been prepared in accordance
with generally accepted accounting principles consistently applied
(except for changes in which such accountants concur) and that the
examination of such accountants in connection with such financial
statements has been made in accordance with generally accepted auditing
standards and, accordingly, includes such tests of the accounting
records and such other auditing procedures as were considered necessary
in the circumstances;
(b) SEC AND OTHER REPORTS. Promptly upon their becoming
available, one copy of each financial statement, report, notice or proxy
statement sent by the Seller to stockholders generally and of each
regular or periodic report, registration statement or prospectus (other
than any registration statement on Form S-8 and its related prospectus)
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filed by the Seller with the Securities and Exchange Commission or any
successor agency; and
(c) OTHER INFORMATION. Such other information concerning the
business, properties or financial condition of the Seller as the Trustee
shall reasonably request.
The Seller will comply with all federal, state, local and foreign laws,
regulations or orders, and all the rules of any stock exchange or similar entity
which are applicable to it or to the conduct of its business, and, without
limiting the generality of the foregoing, shall make such filings, distributions
and disclosures as are required by the 1933 Act, the 1934 Act or any of the
regulations, rules or orders promulgated thereunder, insofar as the failure to
comply would materially and adversely affect the Seller and its subsidiaries
taken as a whole. The Seller will maintain complete and accurate books, records
and accounts in accordance with the requirements of Section 13(b)(2) under the
1934 Act.
5.2. REGISTRATION; LISTING. If so requested by the Trustee, the
Seller shall cause the Common Shares to be listed on the New York Stock
Exchange, Inc. The Seller will, as promptly as practicable (but in any event
within 75 days) after a request by the Trustee, prepare for filing at the
Seller's expense a registration statement with the Securities and Exchange
Commission sufficient to permit the public offering of such Common Shares in
accordance with the terms of this Agreement, and the Seller will use its best
efforts in all matters necessary or advisable to cause such registration
statement to become effective as promptly as practicable and to remain effective
for a reasonable period, all to the extent requisite to permit the sale or other
disposition of such Common Shares. The Seller shall also use its best efforts to
register or qualify the Common Shares so registered under the securities blue
sky laws of such jurisdictions within the United States as the Trustee may
reasonably request; provided, however, that the Seller shall not be required to
consent to general service of process for all purposes in any jurisdiction where
it is not then qualified.
ARTICLE VI.
CONDITIONS TO CLOSING
6.1. CONDITIONS TO OBLIGATIONS OF THE PURCHASER. The obligation of
the Purchaser to purchase the Common Shares is subject to the satisfaction of
the following conditions on the date of Closing:
(a) The representations and warranties of the Seller set forth
in Article II hereof shall be true and correct; and if the Closing shall
occur on a date other than the date of this Agreement, the Purchaser
shall have been furnished with a certificate, dated the date of the
Closing, to such effect, signed by an authorized officer of the Seller;
and
(b) All permits, approvals, authorizations and consents of
third parties necessary for the consummation of the transactions herein
shall have been obtained, and no order of any court or administrative
agency shall be in effect which restrains or prohibits the transactions
contemplated by this Agreement.
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6.2. CONDITIONS TO OBLIGATIONS OF THE SELLER. The obligation of the
Seller to issue, sell and deliver the Common Shares to the Purchaser is subject
to the satisfaction of the following conditions on the date of Closing:
(a) The representations and warranties of the Purchaser set
forth in Article III hereof shall be true and correct; and if the
Closing shall occur on a date other than the date of this Agreement, the
Seller shall have been furnished with a certificate dated the date of
the Closing, to such effect, signed by an authorized officer of the
Trustee; and
(b) No order of any court or administrative agency shall be in
effect which restrains or prohibits the transactions contemplated by
this Agreement.
ARTICLE VII.
MISCELLANEOUS
7.1. EXPENSES. The Seller shall pay all of its expenses, and it
shall pay the Purchaser's expenses, in connection with the authorization,
preparation, execution and performance of this Agreement, including without
limitation the reasonable fees and expenses of the Trustee, its agents,
representatives, counsel, financial advisors and consultants.
7.2. SURVIVAL OF SELLER'S REPRESENTATIONS AND WARRANTIES. All
representations and warranties made by the Seller to the Purchaser in this
Agreement shall survive the Closing.
7.3. NOTICES. All notices, requests, or other communications
required or permitted to be delivered hereunder shall be in writing, delivered
by registered or certified mail, return receipt requested, as follows:
(a) To the Seller:
Quanta Services, Inc.
1360 Post Oak Boulevard, Suite 2100
Houston, TX 77056
Attention: General Counsel
(b) To the Purchaser:
Wachovia Bank, N.A.
One West Fourth Street, NC6251
Winston-Salem, NC 27012
Attention: Quanta Services Account Officer
Any party hereto may from time to time, by written notice given as aforesaid,
designate any other address to which notices, requests or other communications
addressed to it shall be sent.
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7.4. SPECIFIC PERFORMANCE. The parties hereto acknowledge that
damages would be an inadequate remedy for any breach of the provisions of this
Agreement and agree that the obligations of the parties hereunder shall be
specifically enforceable, and neither party will take any action to impede the
other from seeking to enforce such rights of specific performance.
7.5. SUCCESSORS AND ASSIGNS; INTEGRATION; ASSIGNMENT. This Agreement
shall be binding upon, inure to the benefit of and be enforceable by the parties
hereto and their respective legal representatives, successors and assigns. This
Agreement (a) constitutes, together with the Note, the Trust Agreement and any
other written agreements between the Purchaser and the Seller executed and
delivered on the date hereof, the entire agreement between the parties hereto
and supersedes all other prior agreements and understandings, both written and
oral, among the parties, with respect to the subject matter hereof, (b) shall
not confer upon any person other than the parties hereto any rights or remedies
hereunder and (c) shall not be assignable by operation of law or otherwise,
except that the Trustee may assign all its rights hereunder to any corporation
or other institution exercising trust powers in connection with any such
institution assuming the duties of a trustee under the Trust.
7.6. GOVERNING LAW; JURISDICTION AND VENUE. The laws of the State of
Delaware shall be the controlling law in all matters relating to the Trust,
without regard to conflicts of law. The parties hereto irrevocably agree that
any legal action or proceeding arising out of or relating to this Agreement
shall be brought and determined in the courts of the State of Delaware, and each
of the parties hereto hereby irrevocably submits with regard to any such action
or proceeding to the exclusive jurisdiction of the aforesaid courts. Each of the
parties hereto hereby irrevocably waives and agrees not to assert in any action
or proceeding with respect to this Agreement, any claim (a) that it is not
personally subject to the jurisdiction of the above-named courts for any reason,
(b) that it or its property is exempt or immune from jurisdiction of any such
court or from any legal process commenced in such courts, or (c) to the fullest
extent permitted by applicable law, that (i) the suit, action or proceeding in
such court is brought in an inconvenient forum, (ii) the venue of such suit,
action or proceeding is improper or (iii) this Agreement, or the subject matter
hereof, may not be enforced in or by such courts.
7.7. FURTHER ASSURANCES. Subject to the terms and conditions herein
provided, each of the parties hereto agrees to use all reasonable efforts to
take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper or advisable to consummate and make effective the
transactions contemplated by this Agreement.
7.8. AMENDMENT AND WAIVER. No amendment or waiver of any provision
of this Agreement or consent to departure therefrom shall be effective unless in
writing and signed by the Purchaser and the Seller.
7.9. COUNTERPARTS. This Agreement may be executed in any number of
counterparts with the same effect as if the signatures thereto were upon one
instrument.
7.10. CERTAIN LIMITATIONS. The execution, delivery and performance
by the Trustee of this Agreement have been, and will be, effected by the Trustee
solely in its capacity as Trustee under the terms of the Trust and not in its
individual or corporate capacity. Nothing in
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this Agreement shall be interpreted to increase, decrease or modify in any
manner any liability of the Trustee to the Seller or to any trustee,
representative or other claimant by right of the Seller resulting from the
Trustee's performance of its duties under the constituent instruments of the
Trust, and no personal or corporate liability shall be asserted or enforceable
against the Trustee by reason of any of the covenants, statements or
representations contained in this Agreement.
7.11. INCORPORATION. The terms and conditions of the Trust Agreement
relating to the nature of the responsibilities of the Trustee and the
indemnification of the Trustee by the Seller are incorporated herein by
reference and made applicable to this Agreement.
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IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement on the date and year first above written.
QUANTA SERVICES, INC.
By: /s/ Dana A. Gordon
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Name: Dana A. Gordon
Title: VP - General Counsel
WACHOVIA BANK, N.A.
By: /s/ John M. Smith, III
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Name: John M. Smith, III
Title: Senior Vice President
APPENDIX I
PROMISSORY NOTE
$132,079,929.86 March 13, 2002
Houston, Texas
FOR VALUE RECEIVED, the undersigned, Wachovia Bank, N.A., not in its
individual or corporate capacity but solely in its capacity as Trustee of the
Quanta Services, Inc. Stock Employee Compensation Trust (the "TRUST") hereby
promises on behalf of the Trust to pay to the order of Quanta Services, Inc., a
Delaware corporation (the "COMPANY"), at the principal offices of the Company in
Houston, Texas, or at such other place as the Company shall designate in
writing, the aggregate principal amount of one hundred thirty-two million
seventy-nine thousand nine hundred twenty-nine dollars and eighty-six cents
($132,079,929.86), as shown on Schedule A attached hereto as such may be amended
from time to time, with interest in arrears thereon, as hereinafter provided.
Principal shall be paid in installments in the amounts and on the
dates set forth on the Maturity Schedule attached hereto as Schedule A, the last
such installment due on January 1, 2017; provided, however, that this Note may
be prepaid in whole or in part at any time without penalty; and provided further
that the principal amount of this Note shall be deemed forgiven, if applicable,
in accordance with Section 2.1 of the Trust. Interest on the unpaid principal
balance, at an annual interest rate equal to 6.50%, shall be paid quarterly, in
arrears, on each January 1, April 1, July 1 and October 1, commencing April 1,
2002, and shall be calculated on the basis of a 360-day year of 30-day months.
Whenever any payment falls due on a Saturday, Sunday or public holiday, such
payment shall be made on the next succeeding business day.
This Note shall be construed under the laws of the State of
Delaware.
The undersigned represents and warrants that the indebtedness
represented by this Note was incurred for the purpose of purchasing shares of
Common Stock, $0.00001 par value, of the Company.
This Note may not be assigned by the Company, other than by
operation of law, without the prior express written consent of the undersigned.
The Company shall have no recourse whatsoever to any assets of the
Trustee in its individual or corporate capacity for repayment. The Trustee is
entering into this Agreement not in its individual or corporate capacity but
solely as Trustee, and no personal or corporate liability or personal or
corporate responsibilities are assumed by, or shall at any time be asserted or
enforceable against, the Trustee in its individual or corporate capacity under,
or with respect to, this Agreement.
WACHOVIA BANK, N.A.,
on behalf of the QUANTA SERVICES, INC. STOCK
EMPLOYEE COMPENSATION TRUST
By:
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Name:
Title:
SCHEDULE A
MATURITY SCHEDULE
Date Principal Interest Amount Date Principal Interest Amount
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04/01/02 1,750,000 1,073,149 2,823,149 10/01/09 1,750,000 1,293,174 3,043,174
07/01/02 1,750,000 2,117,861 3,867,861 01/01/10 1,750,000 1,264,736 3,014,736
10/01/02 1,750,000 2,089,424 3,839,424 04/01/10 1,750,000 1,236,299 2,986,299
01/01/03 1,750,000 2,060,986 3,810,986 07/01/10 1,750,000 1,207,861 2,957,861
04/01/03 1,750,000 2,032,549 3,782,549 10/01/10 1,750,000 1,179,424 2,929,424
07/01/03 1,750,000 2,004,111 3,754,111 01/01/11 1,750,000 1,150,986 2,900,986
10/01/03 1,750,000 1,975,674 3,725,674 04/01/11 1,750,000 1,122,549 2,872,549
01/01/04 1,750,000 1,947,236 3,697,236 07/01/11 1,750,000 1,094,111 2,844,111
04/01/04 1,750,000 1,918,799 3,668,799 10/01/11 1,750,000 1,065,674 2,815,674
07/01/04 1,750,000 1,890,361 3,640,361 01/01/12 1,750,000 1,037,236 2,787,236
10/01/04 1,750,000 1,861,924 3,611,924 04/01/12 3,103,996 1,008,799 4,112,795
01/01/05 1,750,000 1,833,486 3,583,486 07/01/12 3,103,996 958,359 4,062,355
04/01/05 1,750,000 1,805,049 3,555,049 10/01/12 3,103,996 907,919 4,011,915
07/01/05 1,750,000 1,776,611 3,526,611 01/01/13 3,103,996 857,479 3,961,476
10/01/05 1,750,000 1,748,174 3,498,174 04/01/13 3,103,996 807,039 3,911,036
01/01/06 1,750,000 1,719,736 3,469,736 07/01/13 3,103,996 756,599 3,860,596
04/01/06 1,750,000 1,691,299 3,441,299 10/01/13 3,103,996 706,159 3,810,156
07/01/06 1,750,000 1,662,861 3,412,861 01/01/14 3,103,996 655,719 3,759,716
10/01/06 1,750,000 1,634,424 3,384,424 04/01/14 3,103,996 605,279 3,709,276
01/01/07 1,750,000 1,605,986 3,355,986 07/01/14 3,103,996 554,839 3,658,836
04/01/07 1,750,000 1,577,549 3,327,549 10/01/14 3,103,996 504,399 3,608,396
07/01/07 1,750,000 1,549,111 3,299,111 01/01/15 3,103,996 453,959 3,557,956
10/01/07 1,750,000 1,520,674 3,270,674 04/01/15 3,103,996 403,520 3,507,516
01/01/08 1,750,000 1,492,236 3,242,236 07/01/15 3,103,996 353,080 3,457,076
04/01/08 1,750,000 1,463,799 3,213,799 10/01/15 3,103,996 302,640 3,406,636
07/01/08 1,750,000 1,435,361 3,185,361 01/01/16 3,103,996 252,200 3,356,196
10/01/08 1,750,000 1,406,924 3,156,924 04/01/16 3,103,996 201,760 3,305,756
01/01/09 1,750,000 1,378,486 3,128,486 07/01/16 3,103,996 151,320 3,255,316
04/01/09 1,750,000 1,350,049 3,100,049 10/01/16 3,103,996 100,880 3,204,876
07/01/09 1,750,000 1,321,611 3,071,611 01/01/17 3,103,995.86 50,439.93 3,154,435.79