-----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, S8o0whAjU5bjHnz9zHs43IvsN4OGl1QyM6U2QqmVeePamGpC3E/Q6NHsrh3Kmc2m 3+/hlzNR9bFvqrbpL/Q/Uw== 0000947871-02-000418.txt : 20020414 0000947871-02-000418.hdr.sgml : 20020414 ACCESSION NUMBER: 0000947871-02-000418 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020221 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYCOM INDUSTRIES INC CENTRAL INDEX KEY: 0000067215 STANDARD INDUSTRIAL CLASSIFICATION: WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623] IRS NUMBER: 591277135 STATE OF INCORPORATION: FL FISCAL YEAR END: 0729 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10613 FILM NUMBER: 02560738 BUSINESS ADDRESS: STREET 1: 4440 PGA BLVD. STE 500 STREET 2: FIRST UNION CENTER CITY: PALM BEACH GARDENS STATE: FL ZIP: 33410 BUSINESS PHONE: 5616277171 MAIL ADDRESS: STREET 1: P O BOX 3524 STREET 2: SUITE 860 CITY: WEST PALM BEACH STATE: FL ZIP: 33402 FORMER COMPANY: FORMER CONFORMED NAME: MOBILE HOME DYNAMICS INC DATE OF NAME CHANGE: 19820302 8-K 1 f8k_022702.txt FORM 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): February 21, 2002 Dycom Industries, Inc. (Exact name of registrant as specified in its charter) Florida 0-5423 59-1277135 (State or other jurisdiction Commission File Number I.R.S. Employer of incorporation or organization) Identification Number ----------------------------- 4440 PGA Boulevard, Suite 500, Palm Beach Gardens, Florida 33410 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (561) 627-7171 Item 2. Acquisition or Disposition of Assets. ------------------------------------- On February 20, 2002, pursuant to the Agreement and Plan of Merger, dated as of January 7, 2002, among Dycom Industries, Inc., a Florida corporation, Troy Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Dycom, and Arguss Communications, Inc., Troy completed its exchange offer for all of the outstanding shares of common stock of Arguss. All shares of Arguss common stock validly tendered and not withdrawn prior to the expiration of the exchange offer were accepted for exchange according to the terms of the exchange offer. Effective February 21, 2002, and also pursuant to the merger agreement, Troy merged with and into Arguss, with Arguss surviving as a wholly owned subsidiary of Dycom. In the merger, each share of Arguss common stock not previously exchanged in the exchange offer was converted into the right to receive 0.3333 shares of Dycom common stock, the same consideration Arguss stockholders received in the exchange offer. Under applicable law, the merger was not subject to the approval of the remaining stockholders of Arguss. The issuance of Dycom common stock under the merger agreement was registered under the Securities Act of 1933, as amended, pursuant to Dycom's registration statement on Form S-4 (File No. 333-81268), as amended (the "Registration Statement"), filed with the Securities and Exchange Commission. The Registration Statement was declared effective by the Securities and Exchange Commission on February 12, 2002. Press releases issued by Dycom regarding the consummation of the exchange offer and the merger are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated in their entirety by reference herein. Item 7. Financial Statements and Exhibits. ---------------------------------- (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The consolidated financial statements of Arguss as of December 31, 2000 and 1999 and for each of the years in the three year period ended December 31, 2000 and as of September 30, 2001 and for each of the nine-month periods ended September 30, 2000 and 2001 have been previously reported in the Registration Statement. (b) PRO FORMA FINANCIAL INFORMATION. Pro forma financial information with respect to the transaction described in Item 2 has been previously reported in the Registration Statement. (c) EXHIBITS. 2.1 Agreement and Plan of Merger, dated as of January 7, 2002, among Dycom Industries, Inc., Troy Acquisition Corp. and Arguss Communications, Inc. (incorporated by reference to Annex A of the Prospectus which forms a part of the Registration Statement on Form S-4, as amended (File No. 333-81268), filed by Dycom Industries, Inc.). 99.1 Press Release dated February 21, 2002. 99.2 Press release dated February 21, 2002. 2 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DYCOM INDUSTRIES, INC. By: /s/ Steven E. Nielsen ------------------------------------- Name: Steven E. Nielsen Title: President and Chief Executive Officer 3 EXHIBIT INDEX Number Exhibit - ------ ------- 2.1 Agreement and Plan of Merger, dated as of January 7, 2002, among Dycom Industries, Inc., Troy Acquisition Corp. and Arguss Communications, Inc. (incorporated by reference to Annex A of the Prospectus which forms a part of the Registration Statement on Form S-4, as amended (File No. 333-81268), filed by Dycom Industries, Inc.). 99.1 Press Release dated February 21, 2002. 99.2 Press Release dated February 21, 2002. 4 EX-99.1 3 ex99-1.txt EXHIBIT 99-1 EXHIBIT 99.1 [DYCOM INDUSTRIES, INC. LETTERHEAD] DYCOM COMPLETES EXCHANGE OFFER FOR ARGUSS PALM BEACH GARDENS, FLORIDA (February 21, 2002) -- Dycom Industries, Inc. (NYSE:DY) announced today that Troy Acquisition Corp., its wholly owned subsidiary, has completed its exchange offer for all of the outstanding shares of common stock of Arguss Communications, Inc. The offer expired, as scheduled, at 12:00 midnight, New York City time, on Wednesday, February 20, 2002. Based on a preliminary count, 13,722,092 shares of Arguss common stock (including shares guaranteed for delivery) were tendered and accepted for exchange and each will be exchanged for 0.3333 shares of Dycom common stock, resulting in Dycom owning approximately 94.3% of the outstanding common stock of Arguss. All shares validly tendered and not withdrawn prior to the expiration of the offer have been accepted for exchange according to the terms of the offer. Dycom plans to merge Troy Acquisition Corp. into Arguss as soon as practicable. In the merger, each share of Arguss common stock not previously exchanged in the exchange offer will be converted into the right to receive 0.3333 shares of Dycom common stock. Under applicable law, the proposed merger is not subject to the approval of the remaining stockholders of Arguss. Once the proposed merger becomes effective, Arguss will become a wholly owned subsidiary of Dycom. Dycom is a leading provider of engineering, construction, and maintenance services to telecommunication providers throughout the United States. Additionally, the Company provides similar services related to the installation of integrated voice, data, and video local and wide area networks within office buildings and similar structures. Dycom also provides underground utilitylocating and mapping and electric utility construction services. Arguss conducts its operations through its wholly owned subsidiaries - Arguss Communications Group, MBT and Conceptronic, Inc. Arguss Communications Group designs, constructs, deconstructs, maintains and repairs telecommunication systems and provides aerial, underground and premise construction services and splicing of both fiber optic and coaxial cable to major telecommunication customers. Conceptronic manufactures and sells highly advanced, computer-controlled capital equipment used in the SMT circuit assemble industry. CONTACT: Steven E. Nielsen (561-627-7171) President and Chief Executive Officer Dycom Industries, Inc. Richard L. Dunn (561-627-7171) Senior Vice President and Chief Financial Officer Dycom Industries, Inc. FORWARD LOOKING STATEMENTS This communication contains certain forward-looking statements, which may include, but are not limited to, statements concerning the financial condition, results of operations and businesses of Dycom and Arguss and the benefits expected to result from the contemplated transaction, and that are based on management's current expectation and estimates and involve risks and uncertainties that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, risks relating to the timing and successful completion of technology and product development efforts, integration of the technologies and businesses of Dycom and Arguss, unanticipated expenditures, changing relationships with customers, suppliers and strategic partners, conditions of the economy and other factors described in the most recent reports on Form 10-Q, most recent reports on Form 10-K and other periodic reports filed by Dycom and Arguss with the U.S. Securities and Exchange Commission. ADDITIONAL INFORMATION: Dycom filed a Registration Statement on Form S-4 and a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission on January 23, 2002 and amended each document on February 5, 2002 and February 12, 2002. Arguss filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission on January 23, 2002 and amended such document on February 5, 2002 and February 12, 2002. Dycom and Arguss also mailed a Prospectus, which forms part of the Registration Statement on Form S-4, the Schedule 14D-9 and related tender offer materials to stockholders of Arguss. These documents contain important information about the transaction. Investors and security holders are urged to read these documents carefully. Investors and security holders can obtain free copies of such documents through the website maintained by the Securities and Exchange Commission at www.sec.gov. Free copies of such documents may also be obtained from Dycom by directing a request to Dycom Industries, Inc., 4440 PGA Boulevard, Palm Beach Gardens, Florida 33410, (561) 627-7171 or from Arguss by directing a request to Arguss Communications, Inc., One Church Street, Suite 302, Rockville, Maryland 20850, (301) 315-0027. In addition to such documents, Dycom and Arguss file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any report, statement or other information filed by Dycom or Arguss at the Securities and Exchange Commission's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the Securities and Exchange Commission's other public reference rooms in New York, New York or Chicago, Illinois. Please call the Securities and Exchange Commission at 800-SEC-0330 for further information on the public reference rooms. Dycom's and Arguss' filings with the Securities and Exchange Commission are also available to the public from commercial document-retrieval services and at the website maintained by the Commission at www.sec.gov. EX-99.2 4 ex99-2.txt EXHIBIT 99-2 EXHIBIT 99.2 [LETTERHEAD OF DYCOM INDUSTRIES, INC.] DYCOM COMPLETES ACQUISITION OF ARGUSS PALM BEACH GARDENS, FLORIDA (February 21, 2002) - Dycom Industries, Inc. (NYSE:DY) announced today that it has completed its acquisition of ArgussCommunications, Inc. (NYSE: ACX). The acquisition was completed in two steps. In the first step, Dycom, through its wholly owned subsidiary, Troy Acquisition Corp., acquired approximately 94.3% of the outstanding common stock of Arguss in an exchange offer that expired on February 20, 2002. In the second step, Troy was merged into Arguss. Under applicable law, the merger was not subject to the approval of the remaining stockholders of Arguss. Each share of Arguss common stock was exchanged, in connection with the offer and the merger, into the right to receive 0.3333 shares of Dycom common stock. As a result of the merger, Arguss has become a wholly owned subsidiary of Dycom. Dycom is a leading provider of engineering, construction, and maintenance services to telecommunication providers throughout the United States. Additionally, Dycom provides similar services related to the installation of integrated voice, data, and video local and wide area networks within office buildings and similar structures. Dycom also provides underground utility locating and mapping and electric utility construction services. CONTACT: Steven E. Nielsen (561-627-7171) President and Chief Executive Officer Dycom Industries, Inc. Richard L. Dunn (561-627-7171) Senior Vice President and Chief Financial Officer Dycom Industries, Inc. ### FORWARD-LOOKING STATEMENTS This communication contains certain forward-looking statements, which may include, but are not limited to, statements concerning the financial condition, results of operations and the benefits expected to result from the contemplated transaction, that are based on management's current expectation and estimates and involve risks and uncertainties that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements. Factors that could cause or contribute to such differences may include, but are not limited to, risks relating to the timing and successful completion of technology and product development efforts, integration of the technologies and businesses of Dycom and Arguss, unanticipated expenditures, changing relationships with customers, suppliers and strategic partners, conditions of the economy and other factors described in the most recent reports on Form 10-Q and Form 10-K and other periodic reports filed by Dycom and Arguss with the Securities and Exchange Commission. ADDITIONAL INFORMATION: Dycom filed a Registration Statement on Form S-4 and a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission on January 23, 2002 and amended each document on February 5, 2002 and February 12, 2002. Arguss filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission on January 23, 2002 and amended such document on February 5, 2002 and February 12, 2002. Dycom and Arguss also mailed a Prospectus, which forms part of the Registration Statement on Form S-4, the Schedule 14D-9 and related tender offer materials to stockholders of Arguss. These documents contain important information about the transaction. Investors and security holders are urged to read these documents carefully. Investors and security holders can obtain free copies of such documents through the website maintained by the Securities and Exchange Commission at www.sec.gov. Free copies of such documents may also be obtained from Dycom by directing a request to Dycom Industries, Inc., 4440 PGA Boulevard, Palm Beach Gardens, Florida 33410, (561) 627-7171 or from Arguss by directing a request to Arguss Communications, Inc., One Church Street, Suite 302, Rockville, Maryland 20850, (301) 315-0027. In addition to such documents, Dycom and Arguss file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any report, statement or other information filed by Dycom or Arguss at the Securities and Exchange Commission's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the Securities and Exchange Commission's other public reference rooms in New York, New York or Chicago, Illinois. Please call the Securities and Exchange Commission at 800-SEC-0330 for further information on the public reference rooms. Dycom's and Arguss' filings with the Securities and Exchange Commission are also available to the public from commercial document-retrieval services and at the website maintained by the Commission at www.sec.gov. -----END PRIVACY-ENHANCED MESSAGE-----