Form 8-K

 

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 (Date of earliest event reported): January 6, 2005

 


 

INTEGRATED ELECTRICAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE   001-13783   76-0542208
(State or other jurisdiction   (Commission file no.)   (IRS Employer
of incorporation)       Identification no.)

 

1800 West Loop South    
Suite 500    
Houston, Texas   77027
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (713)860-1500

 

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))

 



Section 5 – Corporate Governance and Management

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

 

(c) On January 6, 2005, Mr. David A. Miller, 34, was appointed Senior Vice President and Chief Financial Officer of Integrated Electrical Services, Inc. The terms of Mr. Miller’s employment agreement are being finalized and will be reported within four business days of finalization. A copy of the press release issued announcing Mr. Miller’s appointment is attached hereto as Exhibit 99.1.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits

 

(c) Exhibits.

 

Exhibit
No.


  

Description


99.1    Press release dated January 6, 2005

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

INTEGRATED ELECTRICAL SERVICES, INC.
By:  

/s/ Curt L. Warnock

   

Curt L. Warnock

   

Vice President, Law and

   

Corporate Secretary

 

Date: January 7, 2005

Press Release

LOGO

   NEWS RELEASE
     Contacts:    H. Roddy Allen, CEO
          Integrated Electrical Services, Inc.
          713-860-1500

FOR IMMEDIATE RELEASE

        Ken Dennard / ksdennard@drg-e.com
          Karen Roan / kcroan@drg-e.com
          DRG&E / 713-529-6600

 

Integrated Electrical Services Names New Chief Financial Officer

 

HOUSTON — JANUARY 6, 2005 — Integrated Electrical Services, Inc. (NYSE: IES) today announced that David A. Miller has been named Senior Vice President and Chief Financial Officer. Mr. Miller will assume the role immediately.

 

Mr. Miller has 10 years of financial and public accounting experience. Mr. Miller has been with IES since its inception in January 1998 and most recently has been the Company’s Vice President and Chief Accounting Officer, a position he has held for the last three years. During his tenure at IES, he has been involved in all aspects of the finance function including accounting and reporting, Sarbanes-Oxley and SEC compliance, internal audit, treasury and risk management, acquisitions and dispositions, tax and strategic planning.

 

Mr. Miller also participated in the Company’s recent bank amendments and convertible debt issuance and played an integral role in the Company’s strategic realignment and related divestitures.

 

Prior to joining IES, Mr. Miller held positions in private industry and with a Big Five public accounting firm. While in public accounting, Mr. Miller performed audits and advised clients for multiple public and private companies covering a wide range of industries. Additionally, Mr. Miller has participated in several public company registrations and IPOs.

 

Mr. Miller holds both a Bachelor of Business Administration and a Master in Professional Accounting degree from The University of Texas at Austin, and he is a Certified Public Accountant.


“We are extremely pleased to name David as our CFO. His leadership, integrity, skills, and company knowledge uniquely position David to assume this role in our organization,” said Roddy Allen, IES’ President and CEO.

 

Integrated Electrical Services, Inc. is the leading 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.

 

This Press Release includes certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the Company’s expectations and involve risks and uncertainties that could cause the Company’s actual results to differ materially from those set forth in the statements. Such risks and uncertainties include, but are not limited to, the inherent uncertainties relating to estimating future operating results or our ability to generate sales, income, or cash flow, potential difficulty in addressing material weaknesses in the Company’s accounting systems that have been identified to the Company by its independent auditors, potential limitations on our ability to access the credit line under our credit facility, litigation risks and uncertainties, fluctuations in operating results because of downturns in levels of construction, incorrect estimates used in entering into and executing contracts, difficulty in managing the operation of existing entities, the high level of competition in the construction industry, changes in interest rates, the general level of the economy, increases in the level of competition from other major electrical contractors, increases in costs of labor, steel, copper and gasoline, limitations on the availability and the increased costs of surety bonds required for certain projects, inability to reach agreement with our surety bonding company to provide sufficient bonding capacity, risk associated with failure to provide surety bonds on jobs where we have commenced work or are otherwise contractually obligated to provide surety bonds, loss of key personnel, inability to reach agreement for planned sales of assets, business disruption and transaction costs attributable to the sale of business units, costs associated with the closing of business units, unexpected liabilities associated with warranties or other liabilities attributable to the retention of the legal structure of business units where we have sold substantially all of the assets of the business unit, inability to fulfill the terms of the required paydown under the credit facility, difficulty in integrating new types of work into existing subsidiaries, errors in estimating revenues and percentage of completion on contracts, and weather and seasonality. You should understand that the foregoing important factors, in addition to those discussed elsewhere in this document, including those under the heading “Risk Factors,” could affect our future results and could cause results to differ materially from those expressed in such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this report. The foregoing and other factors are discussed and should be reviewed in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended September 30, 2004

 

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