UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 26, 2005
Commission File No. 001-13783
INTEGRATED ELECTRICAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0542208
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1800 West Loop South
Suite 500
Houston, Texas 77027
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (713) 860-1500
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:
[ ] 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Amended and Restated Employment Agreement with David A. Miller
On February 1, 2005, Integrated Electrical Services, Inc. (the "Company"),
and David A. Miller entered into an Amended and Restated Employment Agreement
(the "Employment Agreement"), dated effective as of January 6, 2005, in
connection with the employment of Mr. Miller as Senior Vice President and Chief
Financial Officer. In addition to setting Mr. Miller's annual salary, providing
for an annual bonus upon the attainment of certain goals and business
objectives, and providing for severance payments upon certain events of
termination by either the Company or Mr. Miller, the Employment Agreement sets
forth certain obligations to which Mr. Miller has agreed with regard to
non-competition, trade secrets, and maintaining confidential information. The
Employment Agreement has a term of three years.
Asset Purchase Agreement with DKD Electric Co., Inc.
On February 1, 2005 the Company, DKD Electric Co., Inc. ("DKD"), DKD
Electric LLC and J. Dee Dennis, Jr., as indemnitor, entered into an Asset
Purchase Agreement (the "DKD Electric Agreement"), effective as of January 31,
2005, providing for the sale of substantially all of the assets of DKD to DKD
Electric LLC for a purchase price of $3,000,000, subject to adjustment. The
closing of the transactions contemplated by the DKD Electric Agreement was
consummated on February 1, 2005. Mr. Dennis was the President of DKD prior to
the sale, and is a member of the buyer.
In determining the sales price for the disposed--of assets and
liabilities, the Company evaluated past performance, expected future
performance, management issues, bonding requirements, market forecasts and the
carrying value of such assets and liabilities and received a fairness opinion
from an independent consulting and investment banking firm in support of this
determination.
Asset Purchase Agreement with Howard Brothers Electric Co., Inc.
On February 1, 2005 the Company, Howard Brothers Electric Co., Inc.,
("Howard Brothers") Howard Brothers Electric of Charlotte, LLC, and David
Latour, as guarantor, entered into an Asset Purchase Agreement (the "Howard
Brothers Agreement") providing for the sale of substantially all of the assets
of Howard Brothers to Howard Brothers Electric of Charlotte, LLC for a purchase
price of $1,443,000, subject to adjustment. The closing of the transactions
contemplated by the Howard Brothers Agreement was consummated on February 1,
2005. Mr. Latour was the President of Howard Brothers prior to the sale and is
a member of the buyer.
In determining the sales price for the disposed--of assets and
liabilities, the Company evaluated past performance, expected future
performance, management issues, bonding requirements, market forecasts and the
carrying value of such assets and liabilities and received a fairness opinion
from an independent consulting and investment banking firm in support of this
determination.
On February 2, 2005, the Company issued a press release announcing the
closing of the aforementioned asset sale transactions, which is filed as Exhibit
99.3 to this Current Report on Form 8-K and is incorporated herein in its
entirety.
The descriptions of the Employment Agreement, the DKD Electric Agreement,
and the Howard Brothers Agreement provided in this item 1.01 are qualified in
their entirety by reference to the Agreements themselves, which are filed as
Exhibits 10.1, 10.2 and 10.3 to this current report on Form 8-K.
ITEM 7.01 REGULATION FD DISCLOSURE.
On January 28, 2005, Integrated Electrical Services, Inc. issued a press
release announcing its fiscal 2005 first quarter earnings release and conference
call schedule. H. Roddy Allen, President and CEO, and David A. Miller, CFO, will
conduct a conference call on Thursday, February 10, 2005 at 9:30 a.m. Eastern
Time to discuss the financial results. The conference call will be broadcast
through the Company's web site at http://www.ies-co.com. A replay of the call
will be available approximately two hours after the live broadcast ends and will
be accessible until February 17, 2005. A copy of the press release is attached
as Exhibit 99.1 hereto and is incorporated herein in its entirety.
ITEM 8.01 OTHER MATERIAL EVENTS.
On January 26, 2005, Integrated Electrical Services, Inc. issued a press
release announcing an update on the status of an investigation conducted by the
Securities and Exchange Commission. A copy of the press release is attached as
Exhibit 99.2 hereto and is incorporated herein in its entirety.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
10.1 Amended and Restated Employment Agreement of David A. Miller, dated
January 6, 2005.
10.2 Asset Purchase Agreement with DKD Electric Co., Inc. dated February
1, 2005.
10.3 Asset Purchase Agreement with Howard Brothers Electric Co., Inc.
dated February 1, 2005.
99.1 Press release, dated January 26, 2005.
99.2 Press release, dated January 28, 2005.
99.3 Press release, dated February 2, 2005.
As provided in General Instruction B.2 to Form 8-K, the information
furnished in Item 7.01 and Exhibit 99.2 hereto shall not be deemed "filed" for
purposes of Section 18 of the Securities and Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing with the Securities and Exchange
Commission, except as shall be expressly provided by specific reference in such
filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INTEGRATED ELECTRICAL SERVICES, INC.
By: /s/ David A. Miller
-------------------
David A. Miller
Senior Vice President and
Chief Financial Officer
Dated: February 2, 2005
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
10.1 Amended and Restated Employment Agreement of David A. Miller, dated
January 6, 2005.
10.2 Asset Purchase Agreement with DKD Electric Co., Inc. dated February
1, 2005.
10.3 Asset Purchase Agreement with Howard Brothers Electric Co., Inc.
dated February 1, 2005.
99.1 Press release, dated January 26, 2005.
99.2 Press release, dated January 28, 2005.
99.3 Press release, dated February 2, 2005.