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Prospectus Supplement No. 7
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Filed Pursuant to Rule 424(b)(3) and Rule 424(b)(7) |
(To Prospectus dated August 22, 2006)
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Registration Number 333-136819 |
$143,750,000
QUANTA SERVICES, INC.
3.75% Convertible Subordinated Notes Due 2026
and the Common Stock Issuable Upon Conversion of the Notes
This prospectus supplement relates to the resale by the selling security holders named herein
of our 3.75% Convertible Subordinated Notes Due 2026 and the shares of our common stock issuable
upon conversion of the notes.
This prospectus supplement should be read in conjunction with, and may not be delivered or
utilized without, the original prospectus dated August 22, 2006, Supplement No. 1 to such
prospectus dated August 31, 2006, Supplement No. 2 to such prospectus dated September 14, 2006,
Supplement No. 3 to such prospectus dated September 28, 2006, Supplement No. 4 to such prospectus
dated November 1, 2006, Supplement No. 5 to such prospectus dated January 11, 2007 and Supplement
No. 6 to such prospectus dated January 31, 2007. The terms of the notes are set forth in the
original prospectus.
Investing in these securities involves risks. See Risk Factors beginning on page 10 of the prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of the notes or the shares of common stock issuable upon conversion of the
notes or determined if the prospectus or this prospectus supplement is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus supplement is April 25, 2007.
SELLING SECURITY HOLDERS
The information in the table appearing under the heading Selling Security Holders in the
prospectus is amended by adding the information below with respect to persons not previously listed
in the prospectus and by supplementing the information with respect to other persons previously
listed in the prospectus that are listed below. This information was furnished to us by the selling
security holders listed below on or before April 24, 2007.
Based on information provided by the selling security holders, none of the selling security
holders has held any position or office or has had any material relationship with us within the
past three years.
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Shares of |
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Principal |
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Shares of |
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Common |
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Amount of |
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Common |
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Stock |
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Notes |
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Stock |
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Shares of |
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Beneficially |
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Percentage |
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Beneficially |
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Percentage |
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Beneficially |
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Common |
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Owned |
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of Common |
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Owned and |
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of Notes |
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Owned Prior |
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Stock |
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After |
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Stock |
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Name |
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Offered |
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Outstanding |
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to Offering |
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Offered |
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Offering |
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Outstanding |
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Fidelity Financial
Trust: Fidelity |
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Convertible
Securities Fund (1) |
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$ |
7,000,000 |
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4.87 |
% |
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312,361 |
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312,361 |
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Fidelity Financial
Trust: Fidelity |
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Strategic Dividend
and Income Fund (1) |
$ |
3,000,000 |
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2.09 |
% |
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133,869 |
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133,869 |
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(1) |
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The entity is a registered investment fund (the Fund) advised by Fidelity Management &
Research Company (FMR Co.), a registered investment adviser under the Investment Advisers Act of
1940, as amended. FMR Co., 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned
subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940, Edward C. Johnson 3d, FMR Corp., through its control of FMR Co., and the Fund
each has sole power to dispose of the securities owned by the Fund. Neither FMR Corp. nor Edward C.
Johnson 3d, Chairman of FMR Corp., has the sole power to vote or direct the voting of the shares
owned directly by the Fund, which power resides with the Funds Board of Trustees. The Fund is an
affiliate of a broker-dealer. |
PLAN OF DISTRIBUTION
This Plan of Distribution supersedes and replaces the Plan of Distribution set forth in the
prospectus only with respect to the sale of securities by selling security holders named in this
prospectus supplement.
The selling security holders named in this prospectus supplement, or their pledgees, donees,
transferees, or any of their successors in interest selling securities received from a named
selling security holder as a gift, partnership distribution or other non-sale-related transfer
after the date of this prospectus supplement (all of whom may be selling security holders), may
sell the notes and the shares of common stock issuable upon conversion of the notes covered by this
prospectus supplement, which we collectively refer to in this section as securities, from time to
time on any stock exchange or automated interdealer quotation system on which the securities are
listed, in the over-the-counter market, in privately negotiated transactions or otherwise, at fixed
prices that may be changed, at market prices prevailing at the time of sale, at prices related to
prevailing market prices or at prices otherwise negotiated. The selling security holders may sell
the securities by one or more of the following methods, without limitation:
(a) block trades in which the broker or dealer so engaged will attempt to sell the securities as
agent but may position and resell a portion of the block as principal to facilitate the
transaction;
(b) purchases by a broker or dealer as principal and resale by the broker or dealer for its own
account pursuant to this prospectus;
(c) an exchange distribution in accordance with the rules of any stock exchange on which the
securities are listed;
(d) ordinary brokerage transactions and transactions in which the broker solicits purchases;
(e) privately negotiated transactions;
(f) short sales;
(g) through the writing of options on the securities, whether or not the options are listed on an
options exchange;
(h) through the distribution of the securities by any selling security holder to its partners,
members or stockholders; and
(i) any combination of any of these methods of sale.
The selling security holders may also transfer the securities by gift. We do not know of any
arrangements by the selling security holders for the sale of any of the securities.
The selling security holders may engage brokers and dealers, and any brokers or dealers may
arrange for other brokers or dealers to participate in effecting sales of the securities. These
brokers, dealers or underwriters may act as principals, or as an agent of a selling security
holder. Broker-dealers may agree with a selling security holder to sell a specified number of the
securities at a stipulated price per security. If the broker-dealer is unable to sell securities
acting as agent for a selling security holder, it may purchase as principal any unsold securities
at the stipulated price. Broker-dealers who acquire securities as principals may thereafter resell
the securities from time to time in transactions in any stock exchange or automated interdealer
quotation system on which the securities are then listed, at prices and on terms then prevailing at
the time of sale, at prices related to the then-current market price or in negotiated transactions.
Broker-dealers may use block transactions and sales to and through broker-dealers, including
transactions of the nature described above. The selling security holders may also sell the
securities in accordance with Rule 144 under the Securities Act, rather than pursuant to this
prospectus, regardless of whether the securities are covered by this prospectus.
Our outstanding common stock is listed for trading on the New York Stock Exchange under the
symbol PWR. We do not intend to list the notes on any securities exchange or automated quotation
system. We cannot assure you as to the liquidity of any trading market for the notes that may
develop.
In order to comply with the securities laws of some jurisdictions, if applicable, the holders
of securities may offer and sell those securities in such jurisdictions only through registered or
licensed brokers or dealers. In addition, under certain circumstances, in some jurisdictions the
securities may not be offered or sold unless they have been registered or qualified for sale in the
applicable jurisdiction or an exemption from registration or qualification requirements is
available and is complied with.
From time to time, one or more of the selling security holders may pledge, hypothecate or
grant a security interest in some or all of the securities owned by them. The pledgees, secured
parties or persons to whom the securities have been hypothecated will, upon foreclosure in the
event of default, be deemed to be selling security holders. The number of a selling security
holders securities offered under the prospectus will decrease as and when it takes such actions.
The plan of distribution for that selling security holders securities will otherwise remain
unchanged. In addition, a selling security holder may, from time to time, sell the securities
short, and, in those instances, the prospectus and accompanying prospectus supplements may be
delivered in connection with the short sales and the securities offered under the prospectus may be
used to cover short sales.
To the extent required under the Securities Act, the aggregate amount of selling security
holders securities being offered and the terms of the offering, the names of any agents, brokers,
dealers or underwriters and any applicable commission with respect to a particular offer will be
set forth in an accompanying prospectus supplement. Any underwriters, dealers, brokers or agents
participating in the distribution of the securities may receive compensation in the form of
underwriting discounts, concessions, commissions or fees from a selling security holder and/or
purchasers of selling security holders securities of securities, for whom they may act (which
compensation as to a particular broker-dealer might be in excess of customary commissions).
The selling security holders and any underwriters, brokers, dealers or agents that participate
in the distribution of the securities may be deemed to be underwriters within the meaning of the
Securities Act, and any discounts, concessions, commissions or fees received by them and any profit
on the resale of the securities sold by them may be deemed to be underwriting discounts and
commissions. Each of Fidelity Financial Trust: Fidelity Convertible Securities Fund and Fidelity
Financial Trust: Fidelity Strategic Dividend and Income Fund informed us that it is an affiliate of
a registered broker-dealer. Each of such selling security holders has also informed us that (1) it
purchased the notes in the ordinary course of business and (2) at the time that the notes were
purchased, it had no agreements or understandings, directly or indirectly, with any person to
distribute the notes.
A selling security holder may enter into hedging transactions with broker-dealers and the
broker-dealers may engage in short sales of the securities in the course of hedging the positions
they assume with that selling security holder, including, without limitation, in connection with
distributions of the securities by those broker-dealers. A selling security holder may enter into
option or other transactions with broker-dealers that involve the delivery of the securities
offered hereby to the broker-dealers, who may then resell or otherwise transfer those securities.
A selling security holder may also loan or pledge the securities offered hereby to a broker-dealer
and the broker-dealer may sell the securities offered hereby so loaned or upon a default may sell
or otherwise transfer the pledged securities offered hereby.
The selling security holders and other persons participating in the sale or distribution of
the securities will be subject to applicable provisions of the Exchange Act, and the rules and
regulations thereunder, including Regulation M. This regulation may limit the timing of purchases
and sales of any of the securities by the selling security holders and any other person. The
anti-manipulation rules under the Exchange Act may apply to sales of securities in the market and
to the activities of the selling security holders and their affiliates. Furthermore, Regulation M
may restrict the ability of any person engaged in the distribution of the securities to engage in
market-making activities with respect to the particular securities being distributed for a period
of up to five business days before the distribution. These restrictions may affect the
marketability of the securities and the ability of any person or entity to engage in market-making
activities with respect to the securities.
We entered into a registration rights agreement for the benefit of holders of the securities
to register their securities under applicable federal and state securities laws under specific
circumstances and at specific times. The registration rights agreement provides for cross
indemnification of the selling security holders and us and their and our respective directors,
officers and controlling persons against specific liabilities in connection with the offer and sale
of the securities, including liabilities under the Securities Act.
The securities offered hereby were originally issued to the selling security holders pursuant
to an exemption from the registration requirements of the Securities Act. We agreed to register
the securities under the Securities Act, and to use commercially reasonable efforts to keep the
registration statement of which this prospectus supplement is a part effective until the earlier
of: (a) two years after the last date of the original issuance of any of the notes, (b) the sale
pursuant to the registration statement or pursuant to Rule 144 under the Securities Act of all the
securities, (c) the date when all securities cease to be outstanding, and (d) the date when the
holders of the securities are able to sell all such securities immediately without restriction
pursuant to the volume limitation provisions of Rule 144 under the Securities Act. We have agreed
to pay all expenses in connection with this offering, but not including underwriting discounts,
concessions, commissions or fees of the selling security holders or any fees and expenses of
counsel or other advisors to the selling security holders.
We will not receive any proceeds from sales of any securities by the selling security holders.
We cannot assure you that the selling security holders will sell all or any portion of the
securities offered hereby.