-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GdybVlj7eZ6hP6S05dod4D37jamfIC4j7JAX5eIzIn0eitEPbzwaYzYnffkcLxYv hprLeGgqelKlI2FyiJScCA== 0000950129-98-003924.txt : 19980915 0000950129-98-003924.hdr.sgml : 19980915 ACCESSION NUMBER: 0000950129-98-003924 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980914 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980914 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED ELECTRICAL SERVICES INC CENTRAL INDEX KEY: 0001048268 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL WORK [1731] IRS NUMBER: 760542208 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-13783 FILM NUMBER: 98708724 BUSINESS ADDRESS: STREET 1: 515 POST OAK BLVD STREET 2: SUITE 450 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7132221875 MAIL ADDRESS: STREET 1: 515 POST AOK BLVD STREET 2: SUITE 450 CITY: HOUSTON STATE: TX ZIP: 77027-9408 8-K/A 1 INTEGRATED ELECTRICAL SERVICES, INC. - 9/14/98 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: September 14, 1998 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) 515 Post Oak Boulevard Suite 450 Houston, Texas 77027-9408 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (713) 860-1500 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On June 30, 1998, Integrated Electrical Services, Inc. (the "Company") consummated the acquisition of all of the issued and outstanding capital stock of Mark Henderson, Incorporated, Holland Electrical Systems, Inc., and Spectrol, Inc. (collectively, the "Businesses Acquired"). The Businesses Acquired perform electrical contracting in Atlanta, Georgia, with additional operations in North Carolina. The consideration paid by the Company for the Businesses Acquired was determined through negotiations between representatives of the Company and the owners of the Businesses Acquired and consisted of an aggregate of 684,211 shares of common stock of the Company and approximately $10.2 million in cash. The cash portion of the consideration paid for the Businesses Acquired was funded through borrowings under the Company's $70.0 million credit facility. The Company intends to continue using the assets of the Businesses Acquired in the electrical contracting business. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED This Form 8-K/A is being filed to include in the Current Report on Form 8-K filed by the Registrant with the Securities and Exchange Commission on July 14, 1998, the financial statements and pro forma financial information required by Item 7. The required financial statements of the businesses required by the Registrant are incorporated by reference from Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-1 dated September 14, 1998 (333-50031). (B) PRO FORMA FINANCIAL INFORMATION The required pro forma financial information reflecting the businesses acquired are incorporated by reference from Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-1 dated September 14, 1998 (333-50031). (C) EXHIBITS 2.1 Agreement and Plan of Merger dated as of June 18, 1998 among Integrated Electrical Services, Inc., Mark Henderson Acquisition Corporation, Mark Henderson, Incorporated, and Mark Henderson and Bill Collins (incorporated by reference from Current Report on Form 8-K filed by the Registrant with the Securities and Exchange Commission on July 14, 1998 (333-13783)). 2.2 Agreement and Plan of Merger dated as of June 18, 1998 among Integrated Electrical Services, Inc., Mark Henderson Acquisition Corporation, Holland Electrical Systems, Inc. and Amy B. Henderson and Mary Sue Holland (incorporated by reference from Current Report on Form 8-K filed by the Registrant with the Securities and Exchange Commission on July 14, 1998 (333-13783)). 2.3 Agreement and Plan of Merger dated as of June 18, 1998 among Integrated Electrical Services, Inc., Mark Henderson Acquisition Corporation, Spectrol, Inc. and David Lytle (incorporated by reference from Current Report on Form 8-K filed by the Registrant with the Securities and Exchange Commission on July 14, 1998 (333-13783)). SIGNATURES 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 hereunto duly authorized. INTEGRATED ELECTRICAL SERVICES, INC. Date: September 14, 1998 By: /s/ Jim P. Wise ------------------------------------ Jim P. Wise Senior Vice President and Chief Financial Officer 2 -----END PRIVACY-ENHANCED MESSAGE-----