Registration No. 333-________

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INFRASOURCE SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware		03-0523754
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
100 West Sixth Street, Suite 300 Media, Pennsylvania		19063
(Address of Principal Executive Offices)		(Zip Code)

InfraSource Services, Inc. 2004 Omnibus Stock Incentive Plan
InfraSource Services, Inc. 2004 Employee Stock Purchase Plan
(Full Title of the Plans)

Deborah C. Lofton
Senior Vice President, General Counsel and Secretary
100 West Sixth Street, Suite 300
Media, Pennsylvania 19063
(Name and address of agent for service)
(610) 480-8000
(Telephone number, including area code, of agent for service)

with a copy to:
Mary J. Mullany, Esquire
Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51^st Floor
Philadelphia, Pennsylvania 19103-7599
(215) 665-8500

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Proposed Maximum

Title of Securities

Amount To Be

Offering Price

Aggregate Offering

Amount Of

To Be Registered

Registered (1)

Per Share

Price

Registration Fee

Common Stock, par value $0.001 per share

1,566,787(2)

$19.12(3)

$29,956,967

$3,205

Common Stock, par value $0.001 per share

783,393(4)

$19.12(3)

$14,978,474

$1,603

 

 

PART I — INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Part I and Items 4-7 and 9 of Part II of InfraSource Services, Inc. Registration Statement on Form S-8 (File No. 333-115648) are incorporated by reference herein pursuant to Instruction E of Form S-8.

PART II — INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.		Incorporation of Certain Documents by Reference.

     The following documents filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by InfraSource Services, Inc. (the “Company”) (File No. 001-32164) or pursuant to the Securities Act of 1933, as amended (the “Securities Act”) are incorporated herein by reference:

	(a)		The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005;
	(b)		The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006;
	(c)		The Company’s Current Reports on Form 8-K, filed on February 2, 2006, March 1, 2006, and March 21, 2006; and
	(d)		Item 1 of the Company’s Registration Statement on Form 8-A12B, dated April 29, 2004, which incorporates by reference the description of the Company’s common stock under the heading “Description of Capital Stock” in the Company’s prospectus forming part of its Registration Statement on Form S-1 (File No. 333-112375), originally filed with the Commission on January 30, 2004.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the termination of the offering, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing such documents. Any statement contained herein or in a document incorporated by reference or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that such statement is modified or superseded by any other subsequently filed document which is incorporated or is deemed to be incorporated by reference herein. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8.		Exhibits.

	4.1		InfraSource Services, Inc. 2004 Omnibus Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).

	4.2		InfraSource Services, Inc. 2004 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-112375)).
	4.3		Specimen copy of Common Stock Certificate (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-112375)).
	5		Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the legality of the securities to be offered.
	23.1		Consent of PricewaterhouseCoopers LLP.
	23.2		Consent of Ballard Spahr Andrews & Ingersoll, LLP (included as part of Exhibit 5).
	24		Power of Attorney (included in signature page).

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 Media, Commonwealth of Pennsylvania, on May 4, 2006.

     Each person whose signature appears below in so signing also makes, constitutes and appoints Terence R. Montgomery and Deborah C. Lofton, and each of them, his true and lawful attorney-in-fact, with full power of substitution, for him in any and all capacities, to execute and cause to be filed with the Securities and Exchange Commission any and all amendments and post-effective amendments to this Registration Statement, with exhibits thereto and other documents in connection therewith, and hereby ratifies and confirms all that said attorney-in-fact or his substitute or substitutes may do or cause to be done by virtue hereof.

     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 date indicated.

Signature		Title		Date
/s/ David R. Helwig   David R. Helwig		President and Chief Executive Officer and a Director		May 4, 2006
/s/ Terence R. Montgomery   Terence R. Montgomery		Senior Vice President and Chief Financial Officer (principal financial officer)		May 4, 2006
/s/ R. Barry Sauder   R. Barry Sauder		Vice President and Chief Accounting Officer (principal accounting officer)		May 4, 2006
/s/ Ian A. Schapiro   Ian A. Schapiro		Interim Chairman and Director		May 4, 2006

Signature		Title		Date
/s/ John A. Brayman   John A. Brayman		Director		May 4, 2006
/s/ Christopher S. Brothers   Christopher S. Brothers		Director		May 4, 2006
/s/ J. Michal Conaway   J. Michal Conaway		Director		May 4, 2006
/s/ Michael P. Harmon   Michael P. Harmon		Director		May 4, 2006
/s/ Richard S. Siudek   Richard S. Siudek		Director		May 4, 2006
/s/ David H. Watts   David H. Watts		Director		May 4, 2006

EXHIBIT INDEX

Number		Exhibit
4.1		InfraSource Services, Inc. 2004 Omnibus Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).
4.2		InfraSource Services, Inc. 2004 Employee Stock Purchase Plan (incorporated be reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-112375)).
4.3		Specimen copy of Common Stock Certificate (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-112375)).
5		Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the legality of the securities to be offered.
23.1		Consent of PricewaterhouseCoopers LLP.
23.2		Consent of Ballard Spahr Andrews & Ingersoll, LLP (included as part of Exhibit 5).
24		Power of Attorney (included in signature page).