UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
August 31, 2007
INTEGRATED ELECTRICAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-13783 |
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76-0542208 |
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(State or other jurisdiction of |
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(Commission |
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(IRS Employer |
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incorporation) |
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File Number) |
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Identification No.) |
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1800 West Loop South, Suite 500 |
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Houston, Texas |
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77027 |
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executive offices) |
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Registrants telephone number, including area code: (713) 860-1500
(Former name or former address, if changed since last report): Not applicable
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:
□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On August 29, 2007, Integrated Electrical Services, Inc. (the Company) issued a press release announcing that the United States Court of Appeals for the Fifth Circuit issued an opinion on August 21, 2007 affirming the dismissal with prejudice of all claims in the securities fraud class action previously filed against the Company and several of its former officers. The court ruled that the plaintiffs failed to allege any claim for securities fraud and that the district court did not abuse its discretion in failing to permit further amendment of the complaint.
In addition, on August 31, 2007 the Company announced a civil settlement with the U.S. Securities and Exchange Commission, which concludes the SECs investigation of matters arising during the period 2003 to 2004. The terms of the settlement are summarized in the press release attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1 Press Release dated August 29, 2007
99.1 Press Release dated August 31, 2007
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.
By: /s/ Curt L. Warnock
Curt L. Warnock
Senior Vice President and General Counsel
Date: August 31, 2007
NEWS
RELEASE
Karen Roan / kcroan@drg-e.com
DRG&E / 713-529-6600
INTEGRATED ELECTRICAL SERVICES ANNOUNCES
DISMISSAL OF LAWSUIT
HOUSTON, TEXAS, - August 29, 2007 - Integrated Electrical Services, Inc. (NASDAQ: IESC) announced today that the United States Court of Appeals for the Fifth Circuit issued an opinion on August 21, 2007 affirming the dismissal with prejudice of all claims in the securities fraud class action previously filed against the Company and several of its former officers. The Court ruled that the plaintiffs failed to adequately allege any claim for securities fraud and that the district court did not abuse its discretion in failing to permit further amendment of the complaint.
Integrated Electrical Services, Inc. is a national provider of electrical solutions to the commercial and industrial, residential and service markets. The Company offers electrical system design and installation, contract maintenance and service to large and small customers, including general contractors, developers and corporations of all sizes.
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NEWS RELEASE
Contacts: Michael J. Caliel, President and CEO
Integrated Electrical Services, Inc.
713-860-1500
Ken Dennard / ksdennard@drg-e.com
Karen Roan / kcroan@drg-e.com
DRG&E / 713-529-6600
INTEGRATED ELECTRICAL SERVICES ANNOUNCES
SETTLEMENT WITH SEC
The civil settlement arises from a civil complaint that was filed simultaneously by the SEC against IES and six former officers and employees of the Company, alleging violations of the record-keeping, internal controls, and disclosure provisions of the federal securities laws. The complaint, which did not assert a claim of fraud against the Company or any individual, alleges that the Company improperly accounted for two receivables that were written down in 2004, inadequately disclosed its contingent liabilities in various prior periods, and failed to properly disclose a change in the Companys policy for bad debt reserves and resulting write-down of such reserves that occurred in 2003 and 2004. The settlement, in which IES will neither admit nor deny the allegations, will resolve the SEC complaint against the Company once it is approved by the court. The Company has agreed to an injunction against future violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934 and Rules 12b-20, 13a-1, and 13a-13 thereunder. The settlement does not require IES to make any monetary payment.
Integrated Electrical Services, Inc. is a national provider of electrical solutions to the commercial and industrial, residential and service markets. The company offers electrical system design and installation, contract maintenance and service to large and small customers, including general contractors, developers and corporations of all sizes.
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