UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 2012
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 1-13783
Integrated Electrical Services, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 76-0542208 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
5433 Westheimer Road, Suite 500, Houston, Texas 77056
(Address of principal executive offices and ZIP code)
Registrant’s telephone number, including area code: (713) 860-1500
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer þ | Smaller reporting company ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes þ No ¨
On August 13, 2012, there were 14,994,653 shares of common stock outstanding.
Integrated Electrical Services, Inc.
Explanatory Note
The purpose of the Amendment No. 1 on Form 10-Q/A to Integrated Electrical Services, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2012, filed with the Securities and Exchange Commission on August 13, 2012 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.
No other changes have been made to the Form 10-Q. This Amendment No. 1 speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.
| Item 6. | Exhibits |
| + | 3.1 | Second Amended and Restated Certificate of Incorporation of Integrated Electrical Services, Inc. (Incorporated by reference to Exhibit 4.1 to the Company’s registration statement on Form S-8 filed on May 12, 2006) | ||||
| + | 3.2 | Bylaws of Integrated Electrical Services, Inc. (Incorporated by reference to Exhibit 4.2 to the Company’s registration statement on Form S-8, filed on May 12, 2006) | ||||
| + | 10.1 | Credit and Security Agreement dated August 9, 2012 | ||||
| + | 10.2 | Amendment No 1 to Note Purchase Agreement, dated as of August 9, 2012, by and among Tontine Capital Partners, L.P., Integrated Electrical Services, Inc. and the other borrowers parties thereto. | ||||
| + | 10.3 | Amended and Restated Senior Subordinated Note, dated as of August 9, 2012. | ||||
| + | 31.1 | Rule 13a-14(a)/15d-14(a) Certification of James M. Lindstrom, Chief Executive Officer(1) | ||||
| + | 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Robert W. Lewey, Chief Financial Officer(1) | ||||
| + | 32.1 | Section 1350 Certification of James M. Lindstrom, Chief Executive Officer(1) | ||||
| + | 32.2 | Section 1350 Certification of Robert W. Lewey, Chief Financial Officer(1) | ||||
| ** | 101.INS | XBRL Instance Document | ||||
| ** | 101.SCH | XBRL Schema Document | ||||
| ** | 101.LAB | XBRL Label Linkbase Document | ||||
| ** | 101.PRE | XBRL Presentation Linkbase Document | ||||
| ** | 101.DEF | XBRL Definition Linkbase Document | ||||
| ** | 101.CAL | XBRL Calculated Linkbase Document | ||||
| + | Previously filed or furnished as an exhibit to the Integrated Electrical Services, Inc. quarterly report of Form 10–Q for the quarter ended June 30, 2012. |
| ** | Filed herewith |
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.
| INTEGRATED ELECTRICAL SERVICES, INC. | ||||
| Date: August 23, 2012 | By: | /s/ ROBERT W. LEWEY | ||
|
| ||||
| Robert W. Lewey | ||||
| Senior Vice President and Chief Financial Officer | ||||