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: May 24, 2001 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) 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
2 ITEM 5. OTHER EVENTS On May 14, 2001 Integrated Electrical Services, Inc. issued press releases which are attached as exhibits hereto. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (C) Exhibits Exhibit No. Description - ---------- ----------- 99.1 Press Release dated May 14, 2001 2
3 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/ WILLIAM W. REYNOLDS ---------------------------- WILLIAM W. REYNOLDS EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER Dated: May 24, 2001 3
4 EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 99.1 Press Release dated May 14, 2001
1 EXHIBIT 99.1 NEWS RELEASE EASTERLY INVESTOR RELATIONS Client: Integrated Electrical Services, Inc. Contacts: William W. Reynolds, CFO Lisa Marshall, Vice President Integrated Electrical Services, Inc. 713-860-1500 FOR IMMEDIATE RELEASE Ken Dennard / kdennard@easterly.com Karen Roan / karen@easterly.com Easterly Investor Relations 713-529-6600 INTEGRATED ELECTRICAL SERVICES ANNOUNCES PROPOSED PRIVATE DEBT OFFERING HOUSTON -- May 14, 2001 -- Integrated Electrical Services, Inc. (NYSE:IEE) today announced that it plans to sell $125 million aggregate principal amount of Senior Subordinated Notes due 2009. The net proceeds from the offering will be used as long-term alternative financing to the Company's bank facility and for general corporate purposes. The sale of the notes will be made in a private offering to certain qualified institutional buyers under Rule 144A. The notes have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This announcement is neither an offer to sell nor a solicitation of an offer to buy any securities of Integrated Electrical Services, Inc. This press release includes certain statements, including statements relating to the Company's expectations of its future operating results, that may be deemed to be "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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 results, fluctuations in operating results because of downturns in levels of construction, incorrect estimates used in entering into fixed price contracts, our ability to incur additional debt in order to fund working capital or acquisitions, difficulty in managing the operation and growth of existing and newly acquired businesses, the high level of competition in the construction industry and due to seasonality. The foregoing and other factors are discussed 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, 2000.