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As filed with the Securities and Exchange Commission on June 16, 1998
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MATRIX SERVICE COMPANY
(Exact name of registrant as specified in its charter)
Delaware 73-1352174
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
10701 East Ute Street
Tulsa, Oklahoma 74116
(Address of Principal Executive Offices) (Zip Code)
MATRIX SERVICE COMPANY
1991 STOCK OPTION PLAN
(Full title of the plan)
C. William Lee
10701 East Ute Street
Tulsa, Oklahoma 74116
(918) 838-8822
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities to Amount to Proposed maximum
be registered be registered offering price per share
- ---------------------- ----------------------- ------------------------
Common Stock, 550,000 $7.50 (1)
par value $0.01 per share
Proposed maximum
aggregate offering price Amount of registration fee
- ------------------------ --------------------------
$4,125,000 (1) $1,216.88 (1)
(1) Estimated solely for the purpose of calculating the registration fee,
based upon the average of the high and low prices of a share of the Company's
Common Stock on the NASDAQ National Market System on June 12, 1998 pursuant
to Rule 457(c).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed solely to register
additional securities. In accordance with General Instruction E of Form S-8,
the Company hereby incorporates by reference the contents of the Company's
registration statement on Form S-8 (No. 33-71604), as amended, originally
filed with the Securities and Exchange Commission (the "Commission") on
November 12, 1993 relating to the Matrix Service Company 1991 Stock Option
Plan, as amended.
Item 8. Exhibits.
Exhibit
Number Description
------- -----------
5.1 Opinion of Andrews & Kurth L.L.P.
23.1 Consent of Andrews & Kurth L.L.P. (included in the opinion
field as Exhibit 5.1 to this Registration Statement).
23.2 Consent of Ernst & Young L.L.P.
23.3 Power of Attorney (set forth on the signature page contained
in Part II of this Registration Statement)
June 12, 1998
ANDREWS & KURTH L.L.P.
Attorneys
Texas Commerce Tower
600 Travis, Suite 4200
Houston, Texas 77002
Board of Directors
Matrix Service Company
10701 East Ute Street
Tulsa, Oklahoma 74116
Ladies and Gentlemen:
We have acted as counsel to Matrix Service Company, a Delaware
corporation (the "Company") in connection with the Company's Form S-8
relating to the registration under the Securities act, of 1933, as
amended, of the issuance of up to an additional 550,000 shares (the
"Shares") of common stock, par value $0.01 per share (the "Common Stock"),
pursuant to the Matrix Service Company 1991 Stock Option Plan, as amended
(the "Plan").
As the basis for the opinions hereinafter expressed, we have examined
such corporate records and documents, certificates of corporate and public
officials and such other instruments as we have deemed necessary for the
purposes of the opinions contained herein. As to all matters of fact
material to such opinions, we have relied upon the representations of
officers of the Company. We have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity with the original documents of all documents submitted to us as
copies.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares
have been duly authorized, and that the Shares, when issued in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
ANDREWS & KURTH LLP
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33- ) pertaining to the Matrix Service Company 1991 Stock
Option Plan of our report dated August 15, 1997, with respect to the
consolidated financial statements of Matrix Service Company included in its
Annual Report (Form 10-K) for the year ended May 31, 1997, filed with the
Securities and Exchange Commission.
Tulsa, Oklahoma
June 15, 1998
ERNST & YOUNG L.L.P.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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 Tulsa, State of Oklahoma, on the 12th day of
June, 1998.
Matrix Service Company
By: /s/ Martin L. Rinehart
-------------------------------------
Martin L. Rinehart
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of Matrix Service Company (the Company ) hereby constitutes and
appoints Martin L. Rinehart and C. William Lee, and each of them (with full
power to each of them to act alone), his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign, execute
and file this Registration Statement under the Securities Act of 1933, as
amended, and any or all amendments (including, without limitation,
post-effective amendments), with all exhibits and any and all documents
required to be filed with respect thereto, with the Securities and Exchange
Commission or any regulatory authority, granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in order to
effectuate the same, as fully to all intents and purposes as he himself might
or could do if personally present, hereby ratifying and confirming all that
such attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
- ---------------------- --------------------------------- -----------------
/S/ Martin L. Rinehart President, Chief Executive Officer June 12, 1998
- ---------------------- and Director
Martin L. Rinehart (Principal executive officer)
/S/ C. William Lee Vice President - Finance and June 12, 1998
- ---------------------- and Director
C. William Lee (Principal financial and
accounting officer)
/S/ Hugh E. Bradley Director June 12, 1998
- ----------------------
Hugh E. Bradley
/S/ Robert L. Curry Director June 12, 1998
- ----------------------
Robert L. Curry
/S/ William P. Wood Director June 12, 1998
- ----------------------
William P. Wood
/S/ John S. Zink Director June 12, 1998
- ----------------------
John S. Zink