-----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, HrA9WVeOUFAVGzQKa1rUGUrx9aqsH1Apb5uQZ4gdrJ3ssLg7xxxnH+ABik+rWLUK qyMccIm/2ZMUvnsMLdQSkg== 0000950129-98-003923.txt : 19980915 0000950129-98-003923.hdr.sgml : 19980915 ACCESSION NUMBER: 0000950129-98-003923 CONFORMED SUBMISSION TYPE: 8-K 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 SEC ACT: SEC FILE NUMBER: 001-13783 FILM NUMBER: 98708723 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 1 INTEGRATED ELECTRICAL SERVICES, INC. - 09/14/98 1 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: 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 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On September 14, 1998, Integrated Electrical Services, Inc. (the "Company") consummated the acquisition of all of the issued and outstanding capital stock of Davis Electrical Constructors, Inc. (the "Business Acquired"). The Business Acquired performs electrical contracting and is currently doing business in eleven states. The consideration paid by the Company for the Business Acquired was determined through negotiations between representatives of the Company and the Business Acquired and consisted of an aggregate of 214,046 shares of common stock of the Company and approximately $49.8 million in cash. The cash portion of the consideration paid for the Business Acquired was funded through borrowings under the Company's existing $175.0 million line of credit facility. The Company intends to continue using the assets of the Business Acquired in the electrical contracting business. 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED The financial statements of the Business Acquired are incorporated by reference from Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-1 (333-50031). (B) PRO FORMA FINANCIAL INFORMATION The pro forma financial information reflecting the Business Acquired are incorporated by reference from Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-1 (333-50031). (C) EXHIBITS 2.20 Agreement and Plan of Merger dated as of September 11, 1998 among Integrated Electrical Services, Inc., Davis Acquisition Corporation, Davis Electrical Constructors, Inc. and James B. Stephens, J. Michael Stephens, William N. Byrd, James C. Henderson, J. Lowell Hughes and William M. Summerel, incorporated by reference from Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-1 (333-50031). 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. Dated: September 14, 1998 By: /s/ Jim P. Wise ------------------------------------- Jim P. Wise Senior Vice President and Chief Financial Officer 2 3 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 2.20 Agreement and Plan of Merger dated as of September 11, 1998 among Integrated Electrical Services, Inc., Davis Acquisition Corporation, Davis Electrical Constructors, Inc. and James B. Stephens, J. Michael Stephens, William N. Byrd, James C. Henderson, J. Lowell Hughes and William M. Summerel, incorporated by reference to 2.20 from Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-1 (333-50031).
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