SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): May 20, 2002
Quanta services, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-13831 74-2851603
(Commission File No.) (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)
ITEM 5. OTHER EVENTS.
On May 20, 2002, Quanta Services, Inc., a Delaware corporation
("Quanta"), entered into a Settlement and Governance Agreement and an Amended
and Restated Investor's Rights Agreement with Aquila, Inc. (formerly known as
UtiliCorp United Inc.) ("Aquila"). Copies of the Settlement and Governance
Agreement and the Amended and Restated Investor's Rights Agreement are attached
to this filing as exhibits and are incorporated herein by reference.
On May 20, 2002, Quanta and Aquila issued a joint press release
announcing, among other matters, the signing of the Settlement and Governance
Agreement and the Amended and Restated Investor's Rights Agreement. A copy of
the press release is attached to this filing as an exhibit and is incorporated
herein by reference.
Under the Settlement and Governance Agreement, the full Board of
Directors of the Company (the "Board") has been reconstituted to consist of ten
people, with three Quanta-designated directors, three Aquila-designated
directors, one Limited Vote Common Stock director and three independent
directors (one designated by Aquila, one by Quanta and the third to be chosen by
the first two). In accordance with these provisions, upon signing of the
Settlement and Governance Agreement, the Company accepted the resignations of
Louis C. Golm and Jerry J. Langdon from the Board, and appointed Keith G. Stamm
and Edward K. Mills to fill the resulting vacancies on the Board. As a result of
these changes to the composition of the Board, at the present time, there are
nine directors on the Board: three Aquila-designated directors, Robert K. Green,
Keith G. Stamm, and Edward K. Mills; three Company-designated directors, John R.
Colson, Gary A. Tucci, and John R. Wilson; one Limited Vote Common Stock
director, Vincent D. Foster; and two independent directors, James R. Ball (who
was designated by the Company) and Terrence P. Dunn (who was designated by
Aquila). Under the terms of the Settlement and Governance Agreement, Messrs.
Ball and Dunn are to agree on the third independent director. The Settlement and
Governance Agreement also provides that the foregoing Board members will
constitute the slate of nominees for directors to be submitted to stockholders
for approval at the 2002 Annual Meeting of the Company, which has been postponed
and will be held late in June. Additionally, on May 20, 2002, the Board approved
the appointment of John R. Colson as Chairman of the Board.
ITEM 7. EXHIBITS.
10.1 Settlement and Governance Agreement between Quanta Services,
Inc. and Aquila, Inc., dated as of May 20, 2002
10.2 Amended and Restated Investor's Rights Agreement between
Quanta Services, Inc. and Aquila, Inc., dated as of May 20,
2002
99.1 Joint Press Release of Quanta Services, Inc. and Aquila, Inc.,
dated May 20, 2002
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated: May 22, 2002
QUANTA SERVICES, INC.
By: /s/ Dana Gordon
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Name: Dana Gordon
Title: Vice President and
General Counsel
EXHIBIT INDEX
10.1 Settlement and Governance Agreement between Quanta Services,
Inc. and Aquila, Inc., dated as of May 20, 2002
10.2 Amended and Restated Investor's Rights Agreement between
Quanta Services, Inc. and Aquila, Inc., dated as of May 20,
2002
99.1 Joint Press Release of Quanta Services, Inc. and Aquila, Inc.,
dated May 20, 2002