View:
1 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 14, 1998 Commission File No. 001-13783 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 Identification No.) incorporation or organization) 515 Post Oak Boulevard Suite 450 Houston, Texas 77027-9408 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (713) 860-1500 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On September 14, 1998, Integrated Electrical Services, Inc. (the "Company") consummated the acquisition of all of the issued and outstanding capital stock of Davis Electrical Constructors, Inc. (the "Business Acquired"). The Business Acquired performs electrical contracting and is currently doing business in eleven states. The consideration paid by the Company for the Business Acquired was determined through negotiations between representatives of the Company and the Business Acquired and consisted of an aggregate of 214,046 shares of common stock of the Company and approximately $49.8 million in cash. The cash portion of the consideration paid for the Business Acquired was funded through borrowings under the Company's existing $175.0 million line of credit facility. The Company intends to continue using the assets of the Business Acquired in the electrical contracting business. 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED The financial statements of the Business Acquired are incorporated by reference from Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-1 (333-50031). (B) PRO FORMA FINANCIAL INFORMATION The pro forma financial information reflecting the Business Acquired are incorporated by reference from Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-1 (333-50031). (C) EXHIBITS 2.20 Agreement and Plan of Merger dated as of September 11, 1998 among Integrated Electrical Services, Inc., Davis Acquisition Corporation, Davis Electrical Constructors, Inc. and James B. Stephens, J. Michael Stephens, William N. Byrd, James C. Henderson, J. Lowell Hughes and William M. Summerel, incorporated by reference from Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-1 (333-50031). 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. Dated: September 14, 1998 By: /s/ Jim P. Wise ------------------------------------- Jim P. Wise Senior Vice President and Chief Financial Officer 2 3 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 2.20 Agreement and Plan of Merger dated as of September 11, 1998 among Integrated Electrical Services, Inc., Davis Acquisition Corporation, Davis Electrical Constructors, Inc. and James B. Stephens, J. Michael Stephens, William N. Byrd, James C. Henderson, J. Lowell Hughes and William M. Summerel, incorporated by reference to 2.20 from Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-1 (333-50031).