S-8 1 h12203sv8.txt INTEGRATED ELECTRICAL SERVICES, INC. AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY __, 2004. REGISTRATION NO. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 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 INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 1800 WEST LOOP SOUTH, SUITE 500 HOUSTON, TEXAS 77027 (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES) INTEGRATED ELECTRICAL SERVICES, INC. EMPLOYEE STOCK PURCHASE PLAN (FULL TITLE OF THE PLAN) CURT L. WARNOCK 1800 WEST LOOP SOUTH, SUITE 500 HOUSTON, TEXAS 77027 (713) 860-1500 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) --------------------- CALCULATION OF REGISTRATION FEE
============================================================================================================= PROPOSED PROPOSED MAXIMUM AMOUNT MAXIMUM AGGREGATE AMOUNT OF TO BE OFFERING PRICE OFFERING REGISTRATION TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE ------------------------------------------------------------------------------------------------------------- Common Stock $.01 Par Value Per Share 1,000,000 Shares $10.35 $10,350,000 $1,311.35 =============================================================================================================
(1) The number of Shares of Common Stock registered herein is subject to adjustment to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrant's Common Stock on the New York Stock Exchange on January 26, 2004 as reported in the Wall Street Journal on January 27, 2004. PART I INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note to part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement on Form S-8 is being filed by Integrated Electrical Services, Inc. (the "Company"), solely to register additional securities. In accordance with General Instruction E of Form S-8, the Company hereby incorporates by reference the contents of the Company's registration statement on Form S-8 (333-31608) relating to the Employee Stock Purchase Plan, as amended. ITEM 8. EXHIBITS. Exhibit Number Description -------- ----------- 5.1* Opinion of Andrews & Kurth, LLP as to the legality of the shares being registered. 23.1* Consent of Andrews & Kurth, LLP (included in Exhibit 5.1). 23.2* Consent of Ernst & Young, LLP. 24.1 Powers of Attorney (set forth on the signature page contained in Part II of this Registration Statement). 99.1* Integrated Electrical Services, Inc. Employee Stock Purchase Plan, as amended and restated. ------------------ *filed herewith SIGNATURES THE REGISTRANT Pursuant to the requirements of the Securities Act, Integrated Electrical Services, Inc. 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 Houston, State of Texas on January 22, 2004. INTEGRATED ELECTRICAL SERVICES, INC. (Registrant) By: /s/ HERBERT R. ALLEN, President, Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of INTEGRATED ELECTRICAL SERVICES, INC. (the "Company") hereby constitutes and appoints Herbert R, Allen, William W. Reynolds, Curt L. Warnock, or either of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this Registration Statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON JANUARY 22, 2004. Signature Title /s/ C. BYRON SNYDER --------------------------- C. Byron Snyder Chairman of the Board of Directors /s/ HERBERT R. ALLEN --------------------------- Herbert R. Allen President, Chief Executive Officer and Director (Principal Executive Officer) /s/ RONALD P. BADIE --------------------------- Ronald P. Badie Director /s/ RICHARD L. CHINA --------------------------- Richard L. China Director /s/ DONALD PAUL HODEL --------------------------- Donald Paul Hodel Director /s/ DAVID A. MILLER --------------------------- David A. Miller Vice President, Chief Accounting Officer (Principal Accounting Officer) /s/ WILLIAM W. REYNOLDS --------------------------- William W. Reynolds Executive Vice President, Chief Financial Officer (Principal Financial Officer /s/ ALAN R. SIELBECK --------------------------- Alan R. Sielbeck Director /s/ DONALD C. TRAUSCHT --------------------------- Donald C. Trauscht Director /s/ JAMES D. WOODS --------------------------- James D. Woods Director EXHIBIT INDEX Exhibit Number Description ------- ----------- 5.1* Opinion of Andrews & Kurth, LLP as to the legality of the shares being registered. 23.1* Consent of Andrews & Kurth, LLP (included in Exhibit 5.1). 23.2* Consent of Ernst & Young, LLP. 24.1 Powers of Attorney (set forth on the signature page contained in Part II of this Registration Statement). 99.1* Integrated Electrical Services, Inc. Employee Stock Purchase Plan, as amended and restated. --------------------- *filed herewith