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 30, 2005
MASTEC, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
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| Florida
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0-08106
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65-0829355 |
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(State or other jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.) |
800 Douglass Road, Floor 12, Coral Gables, Florida 33134
(Address of Principal Executive Offices) (Zip Code)
(305) 599-1800
(Registrant’s Telephone Number, Including Area Code)
N/A
(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:
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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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 30, 2005, MasTec, Inc., a Florida corporation (“MasTec”), through its
subsidiary, MasTec North America AC, LLC, a Florida limited liability company (the
“Buyer”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with
Ronald E. Phillips, an individual resident in South Carolina, Dawn M. Phillips, an individual
resident in South Carolina, the Digital Satellite Services Employee
Stock Ownership Trust, and Digital Satellite Services,
Inc., a South Carolina corporation (the “Seller”), pursuant to which MasTec completed the
purchase of certain assets (the “Assets”) of the Seller.
In general, the Assets comprise the Seller’s installation of residential and commercial
satellite and security systems in portions of Georgia, North and South Carolina, Tennessee,
Kentucky and Virginia (the “Business”). The purchase price of the transaction is $18.5
million in cash, $7.5 million of MasTec common stock, and an
earn-out based on performance. The Buyer will also assume certain
operating liabilities of the
Seller. The transaction is subject to receipt of customer consent and customary closing conditions
and is expected to close on January 31, 2006.
The foregoing summary of the Purchase Agreement is not complete and is qualified in its
entirety by reference to the Purchase Agreement. A copy of the press release issued by MasTec
related to the Purchase Agreement and dated January 6, 2006 is filed herewith as Exhibit 99.1 and
is incorporated herein by reference.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On January 6, 2006, MasTec issued a press release announcing earnings guidance for 2006 and
the fourth quarter of 2005. The earnings guidance information contained in the press release
attached as Exhibit 99.2 is hereby incorporated by reference in this report on Form 8-K. The
information contained in this Item 2.02, including the earnings guidance information contained in
Exhibit 99.2 shall be deemed “furnished” and not “filed” with the Securities and Exchange
Commission nor incorporated by reference in any registration statement.
ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES
On December 31, 2005, the executive committee of the board of directors of MasTec voted to
sell or otherwise dispose of substantially all of MasTec’s state departments of transportation
related projects and assets. These projects will be treated as a discontinued operation beginning
in the fourth quarter of 2005. The decision was made as a result of an evaluation of, among other
things, the short and long term prospects of these projects. At this time, MasTec is unable in good
faith to make a full determination of the estimates required by paragraphs (b), (c) or (d) of Item
2.05 of this Form 8-K. MasTec will file an amendment to this Form 8-K under this Item 2.05 within
four business days after it makes a determination of such estimates or range of estimates.
The discontinued operations information contained in the press release attached hereto as
Exhibit 99.2 related to the sale of the traffic related projects and assets is filed herewith and
is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable
(b) Pro Forma Financial Information.
Not applicable
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