WATSCO INC false 0000105016 0000105016 2024-03-29 2024-03-29 0000105016 us-gaap:CommonStockMember 2024-03-29 2024-03-29 0000105016 us-gaap:CommonClassBMember 2024-03-29 2024-03-29





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported) March 29, 2024






(Exact Name of Registrant as Specified in Its Charter)




(State or Other Jurisdiction of Incorporation)


1-5581   59-0778222
(Commission File Number)   (IRS Employer Identification No.)

2665 South Bayshore Drive

Suite 901

Miami, Florida

(Address of Principal Executive Offices)   (Zip Code)

(305) 714-4100

(Registrant’s Telephone Number, Including Area Code)


(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 (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class




Name of each exchange

on which registered

Common stock, $0.50 par value   WSO   New York Stock Exchange
Class B common stock, $0.50 par value   WSOB   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 8.01.

Other Items.

On March 29, 2024, Watsco, Inc., a Florida corporation (the “Company”), filed a prospectus supplement to the prospectus contained in the Company’s effective Registration Statement on Form S-3 (File No. 333-260758). The prospectus supplement relates to the Watsco, Inc. Dividend Reinvestment Plan (the “Plan”), under which existing shareholders may, in accordance with the Plan, acquire shares of the Company’s Common stock, par value $0.50 per share or Class B Common stock, par value $0.50 per share, as applicable (collectively “common stock”), by reinvesting all or a portion of the cash dividends paid on such shareholders’ shares of common stock.

In connection with the filing of the prospectus supplement, the Company is filing as Exhibit 5.1 to this Current Report on Form 8-K the opinion of its counsel, Greenberg Traurig, P.A., regarding the validity of the common stock being registered for issuance under the Plan. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or a solicitation of an offer to buy the securities described herein or therein.


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits






5.1    Opinion of Greenberg Traurig, P.A.
23.1    Consent of Greenberg Traurig, P.A. (included in Exhibit 5.1 hereto)
104    Cover Page Interactive Date File (embedded within the Inline XBRL document)


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: March 29, 2024     By:  

/s/ Ana M. Menendez

      Ana M. Menendez,
      Chief Financial Officer

Exhibit 5.1

March 29, 2024

Watsco, Inc.

2665 South Bayshore Drive

Suite 901

Miami, Florida 33133



Registration Statement on Form S-3 (File No. 333-260758)

Ladies and Gentlemen:

We have acted as counsel to Watsco, Inc., a Florida corporation (the “Company”), in connection with the Company’s registration of 300,000 shares of the Company’s Common stock, par value $0.50 per share, and 300,000 shares of the Company’s Class B Common Stock, par value $0.50 per share (collectively, the “Shares”), covered by the above-referenced registration statement (including the prospectus contained therein, the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), together with the Prospectus Supplement, dated March 29, 2024 (the “Prospectus Supplement”), filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act, relating to the issuance of the Shares by the Company pursuant to the Watsco, Inc. Dividend Reinvestment Plan (the “Plan”) as described in the Prospectus Supplement.

In connection with our representation of the Company and the preparation of this opinion letter, we have examined, considered and relied upon the following documents (collectively, the “Documents”):

1. the Registration Statement and all amendments thereto, and the related form of prospectus contained therein, in the form in which it was transmitted to the Commission;

2. the Prospectus Supplement, in the form transmitted to the Commission for filing on March 29, 2024 pursuant to Rule 424(b)(5) under the Securities Act;

3. the Plan, as set forth in the Prospectus Supplement;

4. the Company’s Articles of Incorporation, as amended, as filed with the Department of State of the State of Florida;

5. the Company’s Bylaws, as amended;

6. resolutions adopted by the Board of Directors of the Company in respect of the issuance of the Shares under the Plan, certified as of the date hereof by an officer of the Company; and

7. such other documents and matters of law as we have considered necessary or appropriate for the expression of the opinions contained herein.

Watsco, Inc.

March 29, 2024

Page 2


In rendering the opinions set forth below, we have assumed without investigation the following: (i) the genuineness of all signatures and the authenticity of all Documents submitted to us as originals, the conformity to authentic original documents of all Documents submitted to us as copies and the veracity of the Documents; (ii) each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so; (iii) each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory; and (iv) the obligations of each party set forth in the Documents are valid and binding obligations of such party and are enforceable against such party in accordance with all stated terms.

As to various questions of fact material to this opinion, we have relied, to the extent we deemed reasonably appropriate, upon representations of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independently checking or verifying the accuracy of such documents, records and instruments.

Based upon the foregoing and assuming that the Company reserves for issuance under the Plan an adequate number of authorized and unissued Shares, and subject to the other qualifications, assumptions and limitations set forth herein, we are of the opinion that the Shares, upon the due issuance and delivery thereof against payment therefor in accordance with the Prospectus Supplement, will be validly issued, fully paid and nonassessable.

This opinion letter is limited to the matters stated herein, and no opinions may be implied or inferred beyond the matters expressly stated herein. The opinions expressed herein are as of the date hereof, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. We do not express any opinion herein concerning any law other than the laws of the State of Florida and the federal laws of the United States.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the issuance of the Shares (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Current Report and such incorporation by reference into the Registration Statement, of which the Prospectus Supplement forms a part, and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.



/s/ Drew M. Altman, Esq.

  Drew M. Altman, Esq.