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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 1998.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTEGRATED ELECTRICAL SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0542208
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2301 PRESTON
HOUSTON, TEXAS 77003
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
INTEGRATED ELECTRICAL SERVICES, INC.
1997 DIRECTORS STOCK PLAN
(FULL TITLE OF THE PLAN)
JOHN F. WOMBWELL
2301 PRESTON
HOUSTON, TEXAS 77003
(713) 222-1875
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TO BE OFFERING PRICE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE
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Common Stock $.01 Par Value Per Share 250,000 Shares $ 14.375 $ 3,593,750 $ 1,061
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(1) The number of Shares of Common Stock registered herein is subject to
adjustment to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act,
based upon the average of the high and low prices of the Registrant's
Common Stock on the New York Stock Exchange on January 28, 1998 as
reported in the Wall Street Journal on January 29, 1998.
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PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents incorporated by reference hereto pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Integrated Electrical Services, Inc. (the "Company") incorporates
herein by reference the following documents as of their respective dates as
filed with the Securities and Exchange Commission (the "Commission"):
(a) The registrant's prospectus filed pursuant to 424(b)
under the Securities Act of 1933, as amended (the "Act") filed with the
Securities and Exchange Commission (the "Commission") on January 27, 1998.
(b) The description of the Company's common stock, par
value $0.01 per share (the "Common Stock"), contained in the Company's
Registration Statement on Form 8-A (No. 1-13783) filed with the Commission on
January 14, 1998 pursuant to Section 12 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes of the Registration Statement
and this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Registration Statement or this
Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
The information required by Item 4 is not applicable to this
Registration Statement since the class of securities to be offered is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
A partner in Andrews & Kurth is Senior Vice President, General Counsel
and Secretary of the Company. The partner owns 100,000 shares of Common Stock
and options to purchase 150,000 shares of Common Stock, subject to vesting.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests
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of the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, except that no indemnification may be
made in respect of any claim, issue or matter as to which such person shall
have been made to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights
to which the indemnified party may be entitled; that indemnification provided
for by Section 145 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such person's heirs,
executors and administrators; and empowers the corporation to purchase and
maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such whether or not the corporation
would have the power to indemnify him against such liabilities under Section
145.
Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit.
Article Eighth of the Company's Amended and Restated Certificate of
Incorporation states that:
No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty by such director as a director; provided, however, that this Article
Eighth shall not eliminate or limit the liability of a director to the extent
provided by applicable law (i) for any breach of the director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL or (iv) for any transaction from which the
director derived an improper personal benefit. No amendment to or repeal of
this Article Eighth shall apply to, or have any effect on, the liability or
alleged liability of any director of the Corporation for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.
If the DGCL is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the DGCL, as so amended.
In addition, Article VI of the Company's Bylaws further provides that
the Company shall indemnify its officers, directors and employees to the
fullest extent permitted by law.
The Company enters into indemnification agreements with each of its
executive officers and directors.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by Item 7 is not applicable to this
Registration Statement.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------ -----------
4.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of Amendment No.
1 to the Company's Form S-1 (No. 333-38715)).
4.2 Bylaws (incorporated by reference to Exhibit 3.2 of Amendment No. 1 to the Company's Form S-1 (No. 333-
38715)).
4.3 Integrated Electrical Services, Inc. 1997 Director Stock Plan (incorporated by reference to Exhibit 10.4 of
Amendment No. 1 to the Company's Form S-1 (No. 333-38715)).
5.1* Opinion of Andrews & Kurth L.L.P. as to the legality of the shares being registered.
23.1* Consent of Arthur Andersen LLP.
23.2 Consent of Andrews & Kurth L.L.P. (included in the opinion filed as Exhibit 5.1 to this Registration
Statement).
24.1 Powers of Attorney (set forth on the signature page contained in Part II of this Registration Statement).
____________________________
*filed herewith
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
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(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act, Integrated
Electrical Services, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas
on February 2, 1998.
INTEGRATED ELECTRICAL SERVICES, INC.
(Registrant)
By: /s/ Jon Pollock
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Jon Pollock,
President, Chief Executive Officer
and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of INTEGRATED ELECTRICAL SERVICES, INC. (the "Company") hereby
constitutes and appoints Jon Pollock, Jim S. Wise, John F. Wombwell, or either
of them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file this Registration Statement under the Securities Act of 1933,
as amended, and any or all amendments (including, without limitation,
post-effective amendments), with all exhibits and any and all documents
required to be filed with respect thereto, with the Securities and Exchange
Commission or any regulatory authority, granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same, as fully to all intents and purposes
as he himself might or could do, if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATES INDICATED.
Signature Title Date
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/s/ C. Byron Snyder Chairman of the Board of Directors February 2, 1998
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C. Byron Snyder
/s/ Jon Pollock President, Chief Executive Officer February 2, 1998
- ------------------------------------------- and Director
Jon Pollock
/s/ Jerry Mills Senior Vice President, Chief February 2, 1998
- ------------------------------------------- Operating Officer - Commercial and
Jerry Mills Industrial and Director
/s/ Ben L. Mueller Senior Vice President, Chief February 2, 1998
- ------------------------------------------- Operating Officer - Residential
Ben L. Mueller and Director
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/s/ Jim P. Wise Senior Vice President and Chief February 2, 1998
- ------------------------------------------- Financial Officer
Jim P. Wise
/s/ J. Paul Withrow Vice President and Principal February 2, 1998
- ------------------------------------------- Accounting Officer
J. Paul Withrow
/s/ Richard Muth Director February 2, 1998
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Richard Muth
Director
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Alan R. Sielbeck
/s/ Robert Stalvey Director February 2, 1998
- -------------------------------------------
Robert Stalvey
Director
- -------------------------------------------
Richard L. Tucker
/s/ Bob Weik Director February 2, 1998
- -------------------------------------------
Bob Weik
/s/ Thomas E. White, Jr. Director February 2, 1998
- -------------------------------------------
Thomas E. White, Jr.
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of Amendment No. 1
to the Company's Form S-1 (No. 333-38715)).
4.2 Bylaws (incorporated by reference to Exhibit 3.2 of Amendment No. 1 to the Company's Form S-1 (No. 333-
38715)).
4.3 Integrated Electrical Services, Inc. 1997 Director Stock Plan (incorporated by reference to Exhibit 10.4 of
Amendment No. 1 to the Company's Form S-1 (No. 333-38715)).
5.1* Opinion of Andrews & Kurth L.L.P. as to the legality of the shares being registered.
23.1* Consent of Arthur Andersen LLP.
23.2 Consent of Andrews & Kurth L.L.P. (included in the opinion filed as Exhibit 5.1 to this Registration
Statement).
24.1 Powers of Attorney (set forth on the signature page contained in Part II of this Registration Statement).
____________________________
*filed herewith
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[ANDREWS & KURTH L.L.P. LETTERHEAD]
Exhibit 5.1
February 2, 1998
Board of Directors
Integrated Electrical Services, Inc.
2301 Preston
Houston, Texas 77003
Gentlemen:
We have acted as counsel to Integrated Electrical Services,
Inc. (the "Company") in connection with the Company's Registration Statement on
Form S-8 (the "Registration Statement") relating to the registration under the
Securities Act of 1933, as amended, of the issuance of 250,000 shares (the
"Shares") of the Company's common stock, $0.01 par value, pursuant to the
Company's 1997 Directors Stock Plan (the "Plan").
In connection herewith, we have examined copies of such
statutes, regulations, corporate records and documents, certificates of public
and corporate officials and other agreements, contracts, documents and
instruments as we have deemed necessary as a basis for the opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the original documents of all documents submitted to us as
copies. We have also relied, to the extent we deem such reliance proper, upon
information supplied by officers and employees of the Company with respect to
various factual matters material to our opinion.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized, and that such Shares will, when issued in accordance with
the terms of the Plan, be legally issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ ANDREWS & KURTH L.L.P.
2325/2397/2700
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated November 14,
1997 on the financial statements of the following businesses included in the
Integrated Electrical Services, Inc. prospectus filed with the Securities and
Exchange Commission on January 27, 1998: Integrated Electrical Services, Inc.;
BW Consolidated, Inc. and Subsidiaries; Houston-Stafford Electric, Inc. and
Consolidated Entity; Mills Electrical Contractors, Inc. and Subsidiary; Muth
Electric, Inc.; Amber Electric, Inc.; Daniel Electrical Contractors, Inc. and
Daniel Electrical of Treasure Coast Inc.; Pollock Electric Inc.; Thurman &
O'Connell Corporation; Charles P. Bagby, Co., Inc.; Summit Electric of Texas,
Incorporated; and Rodgers Electric Company, Inc.
ARTHUR ANDERSEN LLP
Houston, Texas
February 2, 1998
