8-K 1 h03960e8vk.txt INTEGRATED ELECTRICAL SERVICES, INC. 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: March 12, 2003 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 (I.R.S. Employer Identification No.) of 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 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On February 27, 2003, Integrated Electrical Services, Inc. (the "Company") consummated the acquisition of the assets of Encompass Electrical Technologies - Rocky Mountains, Inc., formerly known as Riviera Electric ("Riviera"). Riviera performs electrical contracting services primarily in Denver, Colorado, and has locations throughout the state. The consideration paid by the Company for Riviera was approximately $3.85 million in cash plus the assumption of certain liabilities. The Company intends to continue using the assets of Riviera in the electrical contracting business. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED The Company believes that it is impractical to provide financial statements of the Businesses Acquired on the date of this filing, and will, if required, file such financial statements when available but not later than 60 days after the date on which this Current Report on Form 8-K must be filed. (B) PRO FORMA FINANCIAL INFORMATION The Company believes that it is impractical to provide pro forma financial information reflecting the Businesses Acquired, and will, if required, file such financial information when available but not later than 60 days after the date on which this Current Report on Form 8-K must be filed. (C) EXHIBITS 2.1 Agreement and Plan of Merger dated as of February 26, 2003 among IES ENC, Inc., Encompass Electrical Technologies, - Rocky Mountains, Inc. and Encompass Services Corporation. 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: March 12, 2003 By: /s/ William W. Reynolds ----------------------------------- William W. Reynolds Executive Vice President and Chief Financial Officer EXHIBIT INDEX 2.1 Agreement and Plan of Merger dated as of February 26, 2003 among IES ENC, Inc., Encompass Electrical Technologies - Rocky Mountains, Inc. and Encompass Services Corporation.