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: September 12, 2005
Commission File No. 001-13783
INTEGRATED ELECTRICAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE |
76-0542208 |
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(State of other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
The Board of Directors of Integrated Electrical Services, Inc. (the “Company”) elected Donald L. Luke to the Board effective September 12, 2005. There are no arrangements or undertakings between Mr. Luke and other persons pursuant to which he was selected as a director. He has not been appointed to any committees of the Board.
SECTION 7 – REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE
On September 14, 2005, the Company issued a press release announcing the election of Donald L. Luke to the Company’s Board of Directors as discussed in Item 5.02 of this Form 8-K. This press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(C) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press Release dated September 14, 2005
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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.
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By: /s/ David A. Miller ------------------------------- David A. Miller Senior Vice President and Chief Financial Officer
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Dated: September 15, 2005
EXHIBIT INDEX
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Exhibit No. Description ----------- ----------- 99.1 Press Release dated September 14, 2005
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EXHIBIT 99.1
NEWS RELEASE
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Contacts: |
C. Byron Snyder, Chairman and CEO | ||
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Integrated Electrical Services, Inc. |
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713-860-1500 |
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FOR IMMEDIATE RELEASE
Ken Dennard / ksdennard@drg-e.com
Karen Roan / kcroan@drg-e.com
DRG&E
713-529-6600
INTEGRATED ELECTRICAL SERVICES
ANNOUNCES NEW BOARD MEMBER
HOUSTON — SEPTEMBER 14, 2005 — Integrated Electrical Services, Inc. (NYSE: IES) today announced that it has named Donald L. Luke, age 68, to its Board of Directors, effective September 12, 2005. Mr. Luke has been elected as an independent director, whose term will expire in 2006.
Mr. Luke was previously Chairman and Chief Executive Officer of American Fire Protection Group, Inc., a private company involved in the design, fabrication, installation and service of products in the fire sprinkler industry, from 2001 until April of 2005. From 1997 to 2000, he was President and Chief Operating Officer of former NYSE-listed Encompass Services and its predecessor company GroupMAC. Previously, Mr. Luke has held key positions in product development, marketing and executive management, both domestically and internationally, in numerous publicly traded companies.
Mr. Luke currently serves on the Board of Directors of American Fire Protection Group, Inc. and has been nominated to be a director of CL Support Services LLC, which manages the affiliated Olshan Foundation Repair companies. He also has prior experience as a board member of numerous public and private companies in various industries.
Mr. Luke holds a B.S. degree in Business Administration from Drake University, attended the Advanced Management Program at Harvard University Graduate School of Business and was a Captain in the U. S. Air Force.
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.