1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 16, 2000. REGISTRATION NO. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- 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.) 515 POST OAK BOULEVARD, SUITE 450 HOUSTON, TEXAS 77027 (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES) INTEGRATED ELECTRICAL SERVICES, INC. 1997 STOCK PLAN (FULL TITLE OF THE PLAN) JOHN F. WOMBWELL 515 POST OAK BOULEVARD, SUITE 450 HOUSTON, TEXAS 77027 (713) 860-1500 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) --------------------- CALCULATION OF REGISTRATION FEE ============================================================================================================== 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 - ------------------------------------------------------------------------------------------------------------- Common Stock $.01 Par Value Per Share 2,400,000 Shares $5.6875 $ 13,650,000 $ 3,604 ============================================================================================================== (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 March 10, 2000 as reported in the Wall Street Journal on March 13, 2000.
2 PART I INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act 0f 1933 (the "Securities Act") and the Note to part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement on Form S-8 is being filed by Integrated Electrical Services, Inc. (the "Company"), solely to register additional securities. In accordance with General Instruction E of Form S-8, the Company hereby incorporates by reference the contents of the Company's registration statement on Form S-8 (333-45449) relating to the 1997 Stock Plan, as amended. 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 Registration Statement on Form S-1 (No. 333-38715)). 4.2 Bylaws (incorporated by reference to Exhibit 3.2 of Amendment No. 1 to the Company's Registration Statement on Form S-1 (No. 333-38715)). 4.3 Integrated Electrical Services, Inc. 1997 Stock Plan (incorporated by reference to Exhibit 10.4 of Amendment No. 1 to the Company's Form S-1 (No. 333-38715)). 4.4 Annual Report on Form 10-K for the year ended September 30, 1999 (incorporated by reference). 5.1* Opinion of Andrews & Kurth L.L.P. as to the legality of the shares being registered. 23.1* -- Consent of Andrews & Kurth L.L.P. (Included in Exhibit 5.1) 23.2* -- Consent of Arthur Andersen, LLP 24.1 Powers of Attorney (set forth on the signature page contained in Part II of this Registration Statement. - ------------------- *filed herewith
3 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 November 10, 1999. INTEGRATED ELECTRICAL SERVICES, INC. (Registrant) By: /s/ Jim P. Wise ---------------------------------- Jim P.Wise,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 Jim P. Wise, Stanley H. Florance, 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 INDICATED ON NOVEMBER 10, 1999, EXCEPT FOR MR. FLORANCE AND MR. DEPASCAL WHO SIGNED ON MARCH 1, 2000. Signature Title /s/ C. Byron Snyder Chairman of the Board of Directors - --------------------------- C. Byron Snyder
4 /s/ Jon Pollock Vice Chairman of the Board of - --------------------------- Directors Jon Pollock /s/ Jim P. Wise President, Chief Executive Officer - --------------------------- and Director (Principal Executive Jim P. Wise Officer) /s/ Jerry Mills Director - --------------------------- Jerry Mills /s/ Ben L. Mueller Senior Vice President, Chief - --------------------------- Ben L. Mueller Operating Officer and Director /s/ Stanley H. Florance Senior Vice President, Chief - --------------------------- Financial Officer (Principal Stanley H. Florance Financial Officer) /s/ Richard Muth Director - --------------------------- Richard Muth /s/ Alan R. Sielbeck Director - --------------------------- Alan R. Sielbeck /s/ Robert Stalvey Director - --------------------------- Robert Stalvey /s/ Richard L. Tucker Director - --------------------------- Richard L. Tucker /s/ Bob Weik Director - --------------------------- Bob Weik Director - --------------------------- Donald Paul Hodel /s/ Neil DePascal Vice President, Chief Accounting - --------------------------- Officer (Principal Accounting Neil DePascal Officer)
5 EXHIBIT INDEX 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 the Company's Form 10-K for the year ended September 30, 1999 filed with the SEC on December 16, 1999). 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 Registration Statement on 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 Andrews & Kurth L.L.P. (Included in the opinion filed as Exhibit 5.1 to this registration Statement). 23.2* Consent of Arthur Andersen, LLP. 24.1 Powers of Attorney (set forth on the signature page contained in Part II of this Registration Statement). - --------------------- *filed herewith
1 [ANDREWS & KURTH L.L.P. LETTERHEAD] Exhibit 5.1 March 13, 2000 Board of Directors Integrated Electrical Services, Inc. 515 Post Oak Boulevard, Suite 450 Houston, Texas 77027 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 up to an additional 2,400,000 shares (the "Shares") of the Company's common stock, $0.01 par value, pursuant to the Company's 1997 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 validly 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.
1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated November 9, 1999 included in Integrated Electrical Services, Inc.'s Annual Report on Form 10-K for the year ended September 30, 1999, and to all references to our Firm included in this Form S-8 Registration Statement. /s/ ARTHUR ANDERSEN LLP Houston, Texas March 14, 2000