8-K

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 (Date of earliest event reported): January 6, 2011

DYCOM INDUSTRIES, INC.

(Exact name of Registrant as specified in its charter)

Florida	001-10613	59-1277135
(State or other jurisdiction) of incorporation)	(Commission file number)	(I.R.S. employer identification no.)

11770 U.S. Highway One, Suite 101

Palm Beach Gardens, Florida 33408

(Address of principal executive offices) (Zip Code)

(561) 627-7171

(Registrant’s telephone number, including area code)

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:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

TABLE OF CONTENTS

	Item 8.01 Other Events.
	Item 9.01 Financial Statement and Exhibits.
SIGNATURES
EX-99.1
EX-99.2

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Item 8.01 Other Events.

Notes Offering

On January 6, 2011, Dycom Industries, Inc. (the “Company”) issued a press release pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), regarding the proposed issuance by its wholly-owned subsidiary, Dycom Investments, Inc. (the “Issuer”), of approximately $175.0 million in aggregate principal amount of senior subordinated notes due 2021 through a private placement to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933 and outside the United States pursuant to Regulation S under the Securities Act of 1933.

In accordance with Rule 135c(d) under the Securities Act, a copy of the press release is attached hereto as Exhibit 99.1.

Tender Offer and Consent Solicitation

Also on January 6, 2011, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.2, announcing that the Issuer has launched a tender offer to purchase, for cash, any and all of its $135.35 million in aggregate principal amount of outstanding 8.125% Senior Subordinated Notes due 2015 (the “Notes”).  In conjunction with the tender offer, the Issuer is soliciting consents from the holders of the Notes to eliminate certain covenants and amend certain provisions of the indenture governing the Notes.  The tender offer and consent solicitation are subject to a number of conditions, including the receipt of net proceeds from one or more financings sufficient to repurchase all of the Notes tendered, including the payment of all premiums, if any, consent payments, accrued inter est and costs and expenses incurred in connection therewith.

This Current Report on Form 8-K is not an offer to sell securities, nor is it an offer to purchase the Notes or a solicitation of consents with respect to the Notes.

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Item 9.01 Financial Statement and Exhibits.

99.1	Press Release of Dycom Industries, Inc., dated January 6, 2011 regarding Notes Offering.
99.2	Press Release of Dycom Industries, Inc., dated January 6, 2011 regarding Tender Offer and Consent Solicitation.

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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 thereunto duly authorized.

Dated: January 6, 2011

DYCOM INDUSTRIES, INC. (Registrant)
By:	/s/ Richard B. Vilsoet
	Name:	Richard B. Vilsoet
	Title:	Vice President, General Counsel and Secretary

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EX-99.1

Exhibit 99.1

N E W S    R E L E A S E

FOR IMMEDIATE RELEASE Contact: Steven E. Nielsen, President and CEO

H. Andrew DeFerrari, Senior Vice President and CFO

(561) 627-7171

 Palm Beach Gardens, Florida   January 6, 2011

  ;  

DYCOM ANNOUNCES PROPOSED PRIVATE PLACEMENT OF

$175.0 MILLION SENIOR SUBORDINATED NOTES

Palm Beach Gardens, Florida, January 6, 2011 — Dycom Industries, Inc. (NYSE:DY) today announced that its wholly-owned subsidiary, Dycom Investments, Inc., intends to commence an offering, subject to market and other conditions, of $175.0 million in aggregate principal amount of senior subordinated notes due 2021 (the “New Notes”) to be offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended.  The New Notes will bear interest at a rate to be determined at pricing and will be guaranteed by Dycom Industries, Inc. and certain of its subsidiaries on an unsecured senior subordinated basis.

Dycom Investments, Inc. intends to use the proceeds of this offering, after the payment of discounts and expenses, to repurchase any and all of its $135.35 million aggregate principal amount of outstanding 8.125% Senior Subordinated Notes due 2015 (the “Notes”) pursuant to a cash tender offer and consent solicitation announced today (and to redeem any outstanding Notes not so purchased).  Dycom Investments, Inc. intends to use any remaining net proceeds, after the repurchase and/or redemption of the Notes and associated fees and expenses, for working capital and other general corporate purposes.

The New Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

This press release is neither an offer to sell nor the solicitation of an offer to purchase the New Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale is unlawful.  Any offers of the New Notes will be made only by means of an offering memorandum.  This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

About Dycom

Dycom is a leading provider of specialty contracting services throughout the United States.  These services include engineering, construction, maintenance and installation services to telecommunications providers, underground facility locating services to various utilities including telecommunications providers, and other construction and maintenance services to electric and gas utilities and others.

Forward-Looking Statements

This press release contains forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act.  These statements are based on management’s current expectations, estimates and projections. Forward-looking statements are subject to risks and uncertainties that may cause actual results in the future to differ materially from the results projected or implied in any forward-looking statements contained in this press release. Such risks and uncertainties include but are not limited to: anticipated outcomes of contingent events, including litigation; projections of revenues, income or loss, or capital expenditures; whether the carrying value of our assets are impaired; plans for future operations, growth and acquisitions, dispositions, or financial needs; availability of financing; plans relating to our services, including our contract backlog; restrictions imposed by our credit agreement and indenture; the use of our cash flow to service our debt; future economic conditions and trends in the industries we serve; assumptions relating to any of foregoing, as well as other risks detailed in our filings with the Securities and Exchange Commission. Dycom does not undertake to update forward-looking statements.

EX-99.2

Exhibit 99.2

N E W S    R E L E A S E

FOR IMMEDIATE RELEASE Contact: Steven E. Nielsen, President and CEO

H. Andrew DeFerrari, Senior Vice President and CFO

(561) 627-7171

 Palm Beach Gardens, Florida   January 6, 2011

DYCOM ANNOUNCES CASH TENDER OFFER FOR

DYCOM INVESTMENTS’ 8.125% SENIOR SUBORDINATED NOTES DUE 2015

Palm Beach Gardens, Florida, January 6, 2011 — Dycom Industries, Inc. (NYSE:DY) today announced that its wholly-owned subsidiary, Dycom Investments, Inc., has commenced a cash tender offer to purchase any and all of its $135.35 million in aggregate principal amount of outstanding 8.125% Senior Subordinated Notes due 2015 (CUSIP 267482 AC 1) (the “Notes”).  In conjunction with the tender offer, Dycom Investments is soliciting consents from holders of the Notes to effect certain proposed amendments to the indenture governing the Notes.  The tender offer and consent solicitation are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement (the “Offer to Purchase”) and a related Letter of Transmittal, each dated January  6, 2011.  Holders that tender their Notes in the tender offer will be deemed to have consented to the proposed amendments to the indenture governing the Notes.

The tender offer and consent solicitation are subject to the satisfaction or waiver of certain conditions, as described in the Offer to Purchase, including the condition that Dycom Investments shall have received net proceeds from one or more financings sufficient to repurchase all of the Notes tendered, including the payment of all premiums, if any, consent payments, accrued interest and fees, costs and expenses incurred in connection with the tender offer and consent solicitation, as described in more detail in the Offer to Purchase.

Dycom Investments is offering to purchase the Notes for a total consideration of $1,043.13 for each $1,000 in principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the tender offer, plus accrued interest.  The total consideration includes a consent payment of $20 for each $1,000 in principal of Notes validly tendered payable to holders who validly tender (and do not validly withdraw their Notes) and validly deliver (and do not validly revoke) their consents to the proposed amendments at or prior to 5:00 p.m., New York City time, on January 20, 2011, unless extended (such date and time, as extended, the “Consent Deadline”).  Dycom Investments will not pay the consent payment to holders who tender Notes and deliver consents to the proposed amendments a fter the Consent Deadline.

The proposed amendments to the indenture governing the Notes would eliminate substantially all of the restrictive covenants, certain affirmative covenants, certain events of default and substantially all of the restrictions on the ability of Dycom Industries, Dycom Investments or certain of their respective subsidiaries to merge, consolidate or sell all or substantially all of their properties or assets contained in the indenture and the Notes.  Holders may not deliver consents to the proposed amendments without validly tendering the related Notes in the tender offer and may not revoke their consents without withdrawing the previously tendered Notes to which they relate.

Notes validly tendered at or prior to 5:00 p.m., New York City time, on January 20, 2011 (the “Withdrawal Date”) may be validly withdrawn and the related consents may be validly revoked at any time prior to the Withdrawal Date.  Tendered notes and delivered consents may not be validly withdrawn or revoked after the Withdrawal Date, except under certain limited circumstances as described in the Offer to Purchase.

The tender offer and consent solicitation will expire at midnight, New York City time, on February 3, 2011 unless extended or earlier terminated (such date and time, as the same may be extended or earlier terminated, the “Expiration Time”).

If not all Notes are validly tendered pursuant to the tender offer, Dycom Investments currently intends, but is not obligated to, redeem any untendered Notes in accordance with the indenture governing the Notes.

Dycom Investments has engaged Goldman, Sachs & Co. and BofA Merrill Lynch as the Dealer Managers and Solicitation Agents for the tender offer and consent solicitation.  Questions regarding the tender offer and consent solicitation may be directed to Goldman, Sachs & Co. at (212) 902-5183 or toll free at (800) 828-3182 or BofA Merrill Lynch at (980) 388-9217 or toll free at (888) 292-0070.

The complete terms and conditions of the tender offer and consent solicitation are set forth in the Offer to Purchase.  Holders of Notes are urged to read the tender offer documents carefully before making any decision with respect to the tender offer.  Holders may obtain copies of the Offer to Purchase and the Letter of Transmittal from Global Bondholder Services Corporation, the Information Agent for the tender offer and consent solicitation, at (866) 488-1500.

This press release is for information purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of a consent with respect to any of the Notes.  The tender offer and consent solicitation are being made solely pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase, that Dycom Investments is distributing to holders of the Notes.  The tender offer and consent solicitation are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Neither Dycom Industries, Dycom Investments, the Dealer Managers and the Solicitation Agents nor the Information Agent and Depositary, nor any other person makes any recommendation as to whether holders of Notes should tender their Notes, and no one has been authorized to make such a recommendation.

About Dycom

Dycom is a leading provider of specialty contracting services throughout the United States.  These services include engineering, construction, maintenance and installation services to telecommunications providers, underground facility locating services to various utilities including telecommunications providers, and other construction and maintenance services to electric and gas utilities and others.

Forward-Looking Statements

This press release contains forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act.  These statements are based on management’s current expectations, estimates and projections. Forward-looking statements are subject to risks and uncertainties that may cause actual results in the future to differ materially from the results projected or implied in any forward-looking statements contained in this press release. Such risks and uncertainties include but are not limited to: anticipated outcomes of contingent events, including litigation; projections of revenues, income or loss, or capital expenditures; whether the carrying value of our assets are impaired; plans for future operations, growth and acquisitions, dispositions, or financial needs; availability of financing; plans relating to our services, including our contract backlog; restrictions imposed by our credit agreement and the indenture governing the notes; the use of our cash flow to service our debt; future economic conditions and trends in the industries we serve; assumptions relating to any of foregoing, as well as other risks detailed in our filings with the Securities and Exchange Commission. Dycom does not undertake to update forward-looking statements.