1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 2001 Registration No. 333-65160 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT No. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ INTEGRATED ELECTRICAL SERVICES, INC. * (exact name of registrant as specified in its charter) DELAWARE 1731 76-0542208 (State or other jurisdiction of incorporation or (Primary Standard Industrial (I.R.S. Employer Identification Number) organization) Classification Code Number) 1800 WEST LOOP SOUTH JOHN F. WOMBWELL SUITE 500 EXECUTIVE VICE PRESIDENT AND HOUSTON, TEXAS 77027 GENERAL COUNSEL (713) 860-1500 1800 WEST LOOP SOUTH, SUITE 500 (Address, including zip code, HOUSTON, TEXAS 77027 and telephone number, including area code, (713) 860-1500 of Registrant's principal executive offices) (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------ Copy to: DAVID P. OELMAN, ESQ. VINSON & ELKINS L.L.P. 2300 FIRST CITY TOWER 1001 FANNIN STREET HOUSTON, TEXAS 77002-6760 713-758-3708 713-615-5861 (FAX) ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement ------------------------ If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] * Includes certain subsidiaries of Integrated Electrical Services, Inc. identified on the following pages.
2 TABLE OF ADDITIONAL REGISTRANTS UNDER REGISTRATION STATEMENT ON FORM S-4 The following subsidiaries of Integrated Electrical Services, Inc. are co-registrants under this registration statement for the purpose of providing guarantees, if any, of payments on debt securities registered hereunder: 1st Group Telecommunications, Inc. Delaware 742930927 (f/k/a Bryant Acquisition Corporation) Ace Electric, Inc. Georgia 581233590 Aladdin Ward Electric & Air, Inc. Florida 592137098 Amber Electric, Inc. Florida 591888807 Anderson & Wood Construction Co., Inc. Delaware 742918934 ARC Electric, Incorporated Delaware 760581695 B. Rice Electric LP Texas 760619043 Bachofner Electric, Inc. Delaware 760593514 Bartley & Devary Electric, Inc. Delaware 742916903 Bear Acquisition Corporation Delaware 742959621 Bexar Electric Company, Ltd. Texas 742767532 Brink Electric Construction Co. South Dakota 460322078 Britt Rice Electric, Inc. Delaware 760616944 Britt Rice Holdings LLC Arizona 522216042 Britt Rice Management LLC Arizona 760618685 Bryant Electric Company, Inc. North Carolina 561054780 BW Consolidated, Inc. Nevada 741769791 BW/BEC, Inc. Texas 742835288 BW/BEC, L.L.C. Nevada 860873929 Canova Electrical Contracting, Inc. Delaware 742913069 Carroll Holdings LLC Arizona 742916337 Carroll Management LLC Arizona 742916336 Carroll Systems LP Texas 760601730 PAGE 1 OF 5
3 Carroll Systems, Inc. (f/k/a Pan American Delaware 760597830 Acquisition Corporation) Charles P. Bagby Co., Inc. Alabama 630751092 Collier Electric Company, Inc. Florida 742923443 Commercial Electrical Contractors, Inc. Delaware 760587343 Cross State Electric, Inc. California 953657116 Cypress Electrical Contractors, Inc. Delaware 721028256 Daniel Electrical Contractors, Inc. Florida 592622624 Daniel Electrical of Treasure Coast, Inc. Florida 650548129 Davis Electrical Constructors, Inc. South Carolina 570474303 Delco Electric, Inc. Delaware 731563953 DKD Electric Company, Inc. New Mexico 850245113 Electro-Tech, Inc. Nevada 880200302 EMC Acquisition Corporation Delaware 742908723 Ernest P. Breaux Electrical, Inc. Delaware 742916899 Federal Communications Group, Inc. Delaware 850461441 Florida Industrial Electric, Inc. Florida 593508913 General Partner, Inc. Alabama 631080687 Goss Electric Company, Inc. Delaware 760581878 H.R. Allen, Inc. South Carolina 570695117 Hatfield Reynolds Electric Company (f/k/a Arizona 860565738 Hatfield Electric, Inc.) Haymaker Electric, Ltd. Alabama 631044169 Holland Electrical Systems, Inc. Delaware 760576826 Houston Stafford Holdings, LLC Arizona 522097492 Houston-Stafford Electric, Inc. Texas 741774028 Houston-Stafford Electrical Contractors, LP Texas 522095983 Houston-Stafford Management LLC Arizona 522095981 Howard Brothers Electric Co., Inc. Delaware 760570227 I.C.G. Electric, Inc. Delaware 742918936 PAGE 2 OF 5
4 ICS Holdings LLC Arizona ICS Integrated Communication Services LP Texas 522114914 IES Communications Group, Inc. (f/k/a Delaware 760656305 IES Communications Inc.) IES Contractors Holdings LLC Arizona 522131430 IES Contractors LP Texas 522129299 IES Contractors Management LLC Arizona 522129827 IES Electrical Group, Inc. (f/k/a Delaware 522110684 Integrated Communication Services, Inc.) IES Holdings, LLC Arizona 522097490 IES Management, LP Texas 760569183 IES Residential Group, Inc. Delaware 760656307 IES Specialty Lighting, Inc. (f/k/a Modern Delaware 731592395 Acquisition Corporation) IES Ventures Inc. Delaware 760656308 Innovative Electric Company, Inc. (f/k/a Kentucky 611145474 Thurman & O'Connell Corp.) Integrated Electrical Finance, Inc. Texas 760559059 Integrated Electrical Services, Inc. Delaware 760542208 Intelligent Building Solutions, Inc. Delaware 742910189 J.W. Gray Electric Company, Inc. Delaware 760573295 J.W. Gray Electrical Contractors, LP Texas 522097983 J.W. Gray Holdings, LLC Arizona 522097988 J.W. Gray Management, LLC Arizona 522097977 Kayton Electric, Inc. Nebraska 470623159 Key Electrical Supply, Inc. Texas 760285442 Linemen, Inc. (d/b/a California Delaware 742912738 Communications) Mark Henderson, Incorporated Delaware 760576830 Menninga Electric, Inc. Delaware 760575872 Midlands Electrical Contractors, Inc. Delaware 742918935 Mid-States Electric Company, Inc. Delaware 621746956 Mills Electric LP Texas 522095984 PAGE 3 OF 5
5 Mills Electrical Contractors, Inc. Texas 751394916 Mills Electrical Holdings, LLC Arizona 522097491 Mills Management LLC Arizona 522095982 Mitchell Electric Company, Inc. Arizona 860141057 M-S Systems, Inc. Tennessee 621404226 Murray Electrical Contractors, Inc. Delaware 742913067 Muth Electric, Inc. South Dakota 460324448 NBH Holding Co., Inc. (f/k/a DKD Delaware 850461866 Acquisition Corporation) Neal Electric LP Texas 760657784 Neal Electric Management LLC (f/k/a ICS Arizona 522114906 Management LLC) New Technology Electrical Contractors, Inc. Delaware 742918933 Newcomb Electric Company, Inc. Delaware 760611653 Pan American Electric Company, Inc., a New Mexico 742618624 New Mexico Pan American Electric, Inc. Tennessee 620985675 Paulin Electric Company, Inc. Delaware 610608088 Pollock Electric, Inc. Texas 760078839 Pollock Summit Electric, LP Texas 760569180 Pollock Summit Holdings, Inc. Arizona 522097493 PrimeNet, Inc. (f/k/a Stutts Acquisition Delaware 742902100 Corporation) Primo Electric Company (f/k/a Hamer Delaware 742902099 Electric Acquisition, Inc.) Putzel Electrical Contractors, Inc. Delaware 760604195 Raines Electric Co., Inc. Delaware 760581935 Raines Electric LP Texas 522132532 Raines Holdings LLC Arizona 522132528 Raines Management LLC Arizona 522132530 RKT Electric, Inc. Delaware 760585981 Rockwell Electric, Inc. Delaware 760593890 Rodgers Electric Company, Inc. Washington 911004905 PAGE 4 OF 5
6 Ron's Electric, Inc. Delaware 742925506 Spectrol, Inc. Delaware 760576823 Spoor Electric, Inc. (d/b/a SEI Electrical Florida 742899568 Contractor) Summit Electric of Texas, Incorporated Texas 760214796 T&H Electrical Corporation Delaware 760583746 Tech Electric Co., Inc. Delaware 742912739 Tesla Power (Nevada), Inc. Nevada 760604875 Tesla Power and Automation, LP Texas 760592351 Tesla Power G.P., Inc. Texas 760604876 Tesla Power Properties, LP Texas 760592352 Thomas Popp & Company Ohio 311112666 Valentine Electrical, Inc. Delaware 742916344 Wolfe Electric Co., Inc. Delaware 742925512 Wright Electrical Contracting, Inc. Delaware 631203022 PAGE 5 OF 5
7 THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ================================================================================
8 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS 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 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 (1) for any breach of the director's duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the Delaware General Corporation Law, or (4) for any transaction from which the director derived an improper personal benefit. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)Exhibits. The following exhibits are filed herewith pursuant to the requirements of Item 601 of Regulation S-K: II-1
9 Exhibit No. Description ------- ----------- 3.1 Amended and Restated Certificate of Incorporation as amended. (Incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-38715) of the Company). 3.2* Bylaws, as amended. 4.2 Indenture, dated January 28, 1999, by and among Integrated Electrical Services, Inc. and the subsidiaries named therein and State Street Bank and Trust Company covering up to $150,000,000 9 3/8% Senior Subordinated Notes due 2009. (Incorporated herein by reference to Exhibit 4.2 to Post-Effective Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-50031) of the Company). 4.3* Indenture, dated as of May 29, 2001 by and among Integrated Electrical Services, Inc., the subsidiaries name therein and State Street Bank and Trust Company. 4.4 Form of Integrated Electrical Services, Inc. 9 3/8% Senior Subordinated Note due 2009 (Series A) (Included in Exhibit A to Exhibit 4.2 to Post-Effective Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-50031) of the Company). 4.5 Form of Integrated Electrical Services, Inc. 9 3/8% Senior Subordinated Note due 2009 (Series B) (Included in Exhibit A to Exhibit 4.2 to Post-Effective Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-50031) of the Company). 4.6* Form of Integrated Electrical Services, Inc. 9[ ]% Senior Subordinated Note due 2009 (Series C) (Included in Exhibit A to the Indenture, dated as of May 29, 2001, filed herewith as Exhibit 4.3) 4.7* Exchange and Registration Rights Agreement dated as of May 29, 2001 by and between Integrated Electrical Services, Inc. and the initial purchasers named therein. 5.1* Opinion of Vinson & Elkins L.L.P. regarding the validity of the securities being registered. 10.1+ Form of Employment Agreement (Incorporated herein by reference to Exhibit 10.1 to the Registration Statement on Form S-1 (File No. 333-38715) of the Company). 10.2 Form of Officer and Director Indemnification Agreement (Incorporated herein by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (File No. 333-38715) of the Company). 10.3+ Integrated Electrical Services, Inc. 1997 Stock Plan, as amended. (Incorporated herein by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999). 10.4+ Integrated Electrical Services, Inc. 1997 Directors Stock Plan (Incorporated herein by reference to Exhibit 16.4 of the Company's Annual Report on Form 10-K for the year ended September 30, 2000). 10.5 Credit Agreement dated July 30, 1998, among the Company, the Financial Institutions named therein and NationsBank of Texas, N.A., including Guaranty, Pledge Agreement, Security Agreement, form of promissory note, and form of swing line note. (Incorporated herein by reference to Exhibit 10.5 to Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-50031) of the Company). 10.6 Amendment No. 1 dated September 30, 1998, to the Credit Agreement dated July 30, 1998, among the Company, the Financial Institutions named therein and NationsBank of Texas, N.A. (Incorporated herein by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K/A for the year ended September 30, 1998). 10.7 Amendment No. 2 dated January 18, 1999, to the Credit Agreement dated July 30, 1998, among the Company, the Financial Institutions named therein and NationsBank of Texas, N.A. (Incorporated herein by reference to Exhibit 10.7 to Post-Effective Amendment No. 2 to the Registration Statement on Form S-1 (Reg. No. 333-50031) of the Company). 10.8 Amendment No. 3 dated August 19, 1999, to the Credit Agreement dated July 30, 1998, among the Company, the Financial Institutions named therein and NationsBank of Texas, N.A. (Incorporated herein by reference to Exhibit 10.9 of the Company's Annual Report on Form 10-K for the year ended September 30, 2000). 10.9 Amendment No. 4 dated March 31, 2000, to the Credit Agreement dated July 30, 1998, among the Company, the Financial Institutions named therein and NationsBank of Texas, N.A. (Incorporated herein by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000). 10.10+ Employment Agreement between the Company and H. David Ramm dated March 20, 2000 (Incorporated herein by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000). II-2
10 10.11+ Integrated Electrical Services, Inc. 1999 Incentive Compensation Plan (Incorporation herein by reference to Exhibit 10.11 of the Company's Annual Report on Form 10-K for the year ended September 30, 2000). 10.12* Credit Agreement dated as of May 22, 2001 among Integrated Electrical Services, Inc., as borrower, the financial institutions named therein, as banks, Credit Lyonnais and the Bank of Nova Scotia, as syndication agents, Toronto Dominion (Texas), Inc., as documentation agent and The Chase Manhattan Bank, as administrative agent. 12* Ratio of Earnings to Fixed Charges. 21.1 List of Subsidiaries (Incorporated herein by reference to Exhibit 21.1 of the Company's Annual Report on Form 10-K for the year ended September 30, 2000). 23.1* Consent of Arthur Andersen LLP 23.7* Consent of Vinson & Elkins L.L.P. 24.1* Power of Attorney. 25.1* Statement of Eligibility on Form T-1 of State Street Bank and Trust Company. 99.1* Form of Letter of Transmittal. 99.2* Form of Letter to Clients. 99.3* Form of Letter to Registered Holders and DTC Participants. 99.4* Form of Notice of Guaranteed Delivery. - ---------- * Previously filed. + Management contract or compensatory plan or arrangement. (b) Financial Statement Schedules. Incorporated herein by reference to Item 8 of our annual report on Form 10-K for the year ended September 30, 2000, as amended. ITEM 22. UNDERTAKINGS Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such issue. Each 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: (a) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (b) 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (c) 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; and (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. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 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. (5) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class main or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (6) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this Registration Statement when it became effective. II-3
11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the company 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 the 23rd day of July, 2001. INTEGRATED ELECTRICAL SERVICES, INC. By: /s/ WILLIAM W. REYNOLDS ------------------------------------------------- William W. Reynolds Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated. Signature Capacity Date --------- -------- ---- * President, Chief Executive Officer and July 23, 2001 - ------------------------------------ Director (Principal Executive Officer) H. David Ramm * Executive Vice President and Chief Financial July 23, 2001 - ------------------------------------ Officer (Principal Financial Officer) William W. Reynolds * Vice President, Treasurer and Chief July 23, 2001 - ------------------------------------ Accounting Officer (Principal Accounting Neil J. DePascal, Jr. Officer) * Chairman of the Board of Directors July 23, 2001 - ------------------------------------ C. Byron Snyder * Director July 23, 2001 - ------------------------------------ Herbert R. Allen * Director July 23, 2001 - ------------------------------------ Richard L. China * Director July 23, 2001 - ------------------------------------ John A. Cosentino, Jr. * Director July 23, 2001 - ------------------------------------ Donald Paul Hodel * Director July 23, 2001 - ------------------------------------ Robert C. Kelly * Director July 23, 2001 - ------------------------------------ Ben L. Mueller II-4
12 Signature Capacity Date --------- -------- ---- * Director July 23, 2001 - ------------------------------------ Richard Muth - ------------------------------------ Director Alan R. Sielbeck * Director July 23, 2001 - ------------------------------------ Richard L. Tucker * Director July 23, 2001 - ------------------------------------ Bob Weik * Director July 23, 2001 - ------------------------------------ Jim P. Wise * Director July 23, 2001 - ------------------------------------ James D. Woods * /s/ WILLIAM W. REYNOLDS - ------------------------------------ William W. Reynolds Attorney-In-Fact II-5
13 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the company 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 the 23rd day of July, 2001. DKD ELECTRIC COMPANY, INC. NBH HOLDING CO., INC. (F/K/A DKD ACQUISITION CORPORATION) POLLOCK SUMMIT HOLDINGS, INC. TESLA POWER (NEVADA), INC. BY: /s/ ADRIANNE HORNE ----------------------------------------------------- ADRIANNE HORNE CHIEF EXECUTIVE OFFICER AND DIRECTOR Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated. SIGNATURE CAPACITY DATE --------- -------- ---- /s/ ADRIANNE HORNE Chief Executive Officer and Director July 23, 2001 - -------------------------------------------- (Principal Executive, Financial and Adrianne Horne Accounting Officer)
14 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the company 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 the 23rd day of July, 2001. BRITT RICE ELECTRIC, INC. BRYANT ELECTRIC COMPANY, INC. BW CONSOLIDATED, INC. BW/BEC, INC. CROSS STATE ELECTRIC, INC. CYPRESS ELECTRICAL CONTRACTORS, INC. DAVIS ELECTRICAL CONSTRUCTORS, INC. ELECTRO-TECH, INC. ERNEST P. BREAUX ELECTRICAL, INC. H.R. ALLEN, INC. HOUSTON-STAFFORD ELECTRIC, INC. HOWARD BROTHERS ELECTRIC CO., INC. I.C.G. ELECTRIC, INC. INNOVATIVE ELECTRIC COMPANY, INC. (F/K/A THURMAN & O'CONNELL CORP.) J.W. GRAY ELECTRIC COMPANY, INC. KEY ELECTRICAL SUPPLY, INC. MITCHELL ELECTRIC COMPANY, INC. PAN AMERICAN ELECTRIC COMPANY, INC., NEW MEXICO PAN AMERICAN ELECTRIC, INC. PAULIN ELECTRIC COMPANY, INC. RKT ELECTRIC, INC. ROCKWELL ELECTRIC, INC. SPECTROL, INC. SPOOR ELECTRIC, INC. (D/B/A SEI ELECTRICAL CONTRACTOR) T&H ELECTRICAL CORPORATION TECH ELECTRIC CO., INC. WRIGHT ELECTRICAL CONTRACTING, INC. BY: /s/ WILLIAM W. REYNOLDS --------------------------------------------------- WILLIAM W. REYNOLDS CHIEF FINANCIAL OFFICER
15 Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated. SIGNATURE CAPACITY DATE --------- -------- ---- * Chief Executive Officer July 23, 2001 - -------------------------------------------- (Principal Executive Officer) H. David Ramm * Chief Financial Officer July 23, 2001 - -------------------------------------------- (Principal Financial Officer) William W. Reynolds * Chief Accounting Officer July 23, 2001 - -------------------------------------------- (Principal Accounting Officer) Neil J. DePascal, Jr. * Director July 23, 2001 - -------------------------------------------- Ben L. Mueller * /s/ WILLIAM W. REYNOLDS ------------------------------------------ William W. Reynolds Attorney-In-Fact
16 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the company 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 the 23rd day of July, 2001. 1ST GROUP TELECOMMUNICATIONS, INC. (F/K/A BRYANT ACQUISITION CORPORATION) ACE ELECTRIC, INC. ALADDIN WARD ELECTRIC & AIR, INC. AMBER ELECTRIC, INC. ANDERSON & WOOD CONSTRUCTION CO., INC. BACHOFNER ELECTRIC, INC. BRINK ELECTRIC CONSTRUCTION CO. CARROLL SYSTEMS, INC. (F/K/A PAN AMERICAN ACQUISITION CORPORATION) CHARLES P. BAGBY CO., INC. COLLIER ELECTRIC COMPANY, INC. DANIEL ELECTRICAL CONTRACTORS, INC. DANIEL ELECTRICAL OF TREASURE COAST, INC. FEDERAL COMMUNICATIONS GROUP, INC. FLORIDA INDUSTRIAL ELECTRIC, INC. GENERAL PARTNER, INC. GOSS ELECTRIC COMPANY, INC. HOLLAND ELECTRICAL SYSTEMS, INC. INTELLIGENT BUILDING SOLUTIONS, INC. KAYTON ELECTRIC, INC. LINEMEN, INC. (D/B/A CALIFORNIA COMMUNICATIONS) MARK HENDERSON, INCORPORATED MENNINGA ELECTRIC, INC. MIDLANDS ELECTRICAL CONTRACTORS, INC. MURRAY ELECTRICAL CONTRACTORS, INC. MUTH ELECTRIC, INC. NEW TECHNOLOGY ELECTRICAL CONTRACTORS, INC. PRIMENET, INC. (F/K/A STUTTS ACQUISITION CORPORATION) PUTZEL ELECTRICAL CONTRACTORS, INC. RODGERS ELECTRIC COMPANY, INC. RON'S ELECTRIC, INC. WOLFE ELECTRIC CO., INC. BY: /s/ WILLIAM W. REYNOLDS --------------------------------------- WILLIAM W. REYNOLDS CHIEF FINANCIAL OFFICER
17 Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated. SIGNATURE CAPACITY DATE --------- -------- ---- * Chief Executive Officer and Director July 23, 2001 - -------------------------------------------- (Principal Executive Officer) H. David Ramm * Chief Financial Officer July 23, 2001 - -------------------------------------------- (Principal Financial Officer) William W. Reynolds * Chief Accounting Officer July 23, 2001 - -------------------------------------------- (Principal Accounting Officer) Neil J. DePascal, Jr. * /s/ WILLIAM W. REYNOLDS ------------------------------------------ William W. Reynolds Attorney-In-Fact
18 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the company 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 the 23rd day of July, 2001. ARC ELECTRIC, INCORPORATED BARTLEY & DEVARY ELECTRIC, INC. BEAR ACQUISITION CORPORATION CANOVA ELECTRICAL CONTRACTING, INC. COMMERCIAL ELECTRICAL CONTRACTORS, INC. DELCO ELECTRIC, INC. EMC ACQUISITION CORPORATION HATFIELD REYNOLDS ELECTRIC COMPANY (F/K/A HATFIELD ELECTRIC, INC.) IES COMMUNICATIONS GROUP, INC. (F/K/A IES COMMUNICATIONS INC.) IES ELECTRICAL GROUP, INC. (F/K/A INTEGRATED COMMUNICATION SERVICES, INC.) IES RESIDENTIAL GROUP, INC. IES SPECIALTY LIGHTING, INC. (F/K/A MODERN ACQUISITION CORPORATION) IES VENTURES INC. INTEGRATED ELECTRICAL FINANCE, INC. MID-STATES ELECTRIC COMPANY, INC. MILLS ELECTRICAL CONTRACTORS, INC. M-S SYSTEMS, INC. NEWCOMB ELECTRIC COMPANY, INC. POLLOCK ELECTRIC, INC. PRIMO ELECTRIC COMPANY (F/K/A HAMER ELECTRIC ACQUISITION, INC.) RAINES ELECTRIC CO., INC. SUMMIT ELECTRIC OF TEXAS, INCORPORATED TESLA POWER G.P., INC. THOMAS POPP & COMPANY VALENTINE ELECTRICAL, INC. BY: /s/ WILLIAM W. REYNOLDS -------------------------------------------- WILLIAM W. REYNOLDS CHIEF FINANCIAL OFFICER
19 Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated. SIGNATURE CAPACITY DATE --------- -------- ---- * Chief Executive Officer July 23, 2001 - -------------------------------------------- (Principal Executive Officer) H. David Ramm * Chief Financial Officer July 23, 2001 - -------------------------------------------- (Principal Financial Officer) William W. Reynolds * Chief Accounting Officer July 23, 2001 - -------------------------------------------- (Principal Accounting Officer) Neil J. DePascal, Jr. * Director July 23, 2001 - -------------------------------------------- John F. Wombwell * /s/ WILLIAM W. REYNOLDS ------------------------------------------ William W. Reynolds Attorney-In-Fact
20 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the company 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 the 23rd day of July, 2001. BRITT RICE MANAGEMENT LLC HOUSTON-STAFFORD MANAGEMENT LLC J.W. GRAY MANAGEMENT, LLC BY: /s/ WILLIAM W. REYNOLDS -------------------------------------------- WILLIAM W. REYNOLDS CHIEF FINANCIAL OFFICER Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated. SIGNATURE CAPACITY DATE --------- -------- ---- * Chief Executive Officer July 23, 2001 - -------------------------------------------- (Principal Executive Officer) H. David Ramm * Chief Financial Officer July 23, 2001 - -------------------------------------------- (Principal Financial Officer) William W. Reynolds * Chief Accounting Officer July 23, 2001 - -------------------------------------------- (Principal Accounting Officer) Neil J. DePascal, Jr. * Manager July 23, 2001 - -------------------------------------------- Ben L. Mueller * /s/ WILLIAM W. REYNOLDS ------------------------------------------ William W. Reynolds Attorney-In-Fact
21 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the company 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 the 23rd day of July, 2001. CARROLL MANAGEMENT LLC BY: /s/ WILLIAM W. REYNOLDS ----------------------------------------------- WILLIAM W. REYNOLDS CHIEF FINANCIAL OFFICER Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated. SIGNATURE CAPACITY DATE --------- -------- ---- * Chief Executive Officer and Manager July 23, 2001 - -------------------------------------------- (Principal Executive Officer) H. David Ramm * Chief Financial Officer July 23, 2001 - -------------------------------------------- (Principal Financial Officer) William W. Reynolds * Chief Accounting Officer July 23, 2001 - -------------------------------------------- (Principal Accounting Officer) Neil J. DePascal, Jr. * /s/ WILLIAM W. REYNOLDS ------------------------------------------ William W. Reynolds Attorney-In-Fact
22 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the company 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 the 23rd day of July, 2001. IES CONTRACTORS MANAGEMENT LLC MILLS MANAGEMENT LLC NEAL ELECTRIC MANAGEMENT LLC (F/K/A ICS MANAGEMENT LLC) RAINES MANAGEMENT LLC BY: /s/ WILLIAM W. REYNOLDS --------------------------------------------------- WILLIAM W. REYNOLDS CHIEF FINANCIAL OFFICER Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated. SIGNATURE CAPACITY DATE --------- -------- ---- * Chief Executive Officer July 23, 2001 - -------------------------------------------- (Principal Executive Officer) H. David Ramm * Chief Financial Officer July 23, 2001 - -------------------------------------------- (Principal Financial Officer) William W. Reynolds * Chief Accounting Officer July 23, 2001 - -------------------------------------------- (Principal Accounting Officer) Neil J. DePascal, Jr. * Manager July 23, 2001 - -------------------------------------------- John F. Wombwell * /s/ WILLIAM W. REYNOLDS ------------------------------------------ William W. Reynolds Attorney-In-Fact
23 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the company 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 the 23rd day of July, 2001. BRITT RICE HOLDINGS LLC BW/BEC, L.L.C. CARROLL HOLDINGS LLC HOUSTON STAFFORD HOLDINGS, LLC ICS HOLDINGS LLC IES CONTRACTORS HOLDINGS LLC IES HOLDINGS, LLC J.W. GRAY HOLDINGS, LLC MILLS ELECTRICAL HOLDINGS, LLC RAINES HOLDINGS LLC BY: /s/ ADRIANNE HORNE ------------------------------------------ ADRIANNE HORNE CHIEF EXECUTIVE OFFICER AND MANAGER Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated. SIGNATURE CAPACITY DATE --------- -------- ---- /s/ ADRIANNE HORNE Chief Executive Officer and Manager July 23, 2001 - -------------------------------------------- (Principal Executive, Financial and Adrianne Horne Accounting Officer)
24 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the company 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 the 23rd day of July, 2001. B. RICE ELECTRIC LP BY: BRITT RICE MANAGEMENT LLC, ITS GENERAL PARTNER BY: /s/ WILLIAM W. REYNOLDS ------------------------------------------- WILLIAM W. REYNOLDS CHIEF FINANCIAL OFFICER Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated. SIGNATURE CAPACITY DATE --------- -------- ---- * Chief Executive Officer July 23, 2001 - -------------------------------------------- (Principal Executive Officer) H. David Ramm * Chief Financial Officer July 23, 2001 - -------------------------------------------- (Principal Financial Officer) William W. Reynolds * Chief Accounting Officer July 23, 2001 - -------------------------------------------- (Principal Accounting Officer) Neil J. DePascal, Jr. * Manager July 23, 2001 - -------------------------------------------- Ben L. Mueller * /s/ WILLIAM W. REYNOLDS ------------------------------------------- William W. Reynolds Attorney-In-Fact
25 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the company 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 the 23rd day of July, 2001. BEXAR ELECTRIC COMPANY LTD. BY: BW/BEC, INC., ITS GENERAL PARTNER BY: /s/ WILLIAM W. REYNOLDS ------------------------------------------- WILLIAM W. REYNOLDS CHIEF FINANCIAL OFFICER Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated. SIGNATURE CAPACITY DATE --------- -------- ---- * Chief Executive Officer July 23, 2001 - -------------------------------------------- (Principal Executive Officer) H. David Ramm * Chief Financial Officer July 23, 2001 - -------------------------------------------- (Principal Financial Officer) William W. Reynolds * Chief Accounting Officer July 23, 2001 - -------------------------------------------- (Principal Accounting Officer) Neil J. DePascal, Jr. * Director July 23, 2001 - -------------------------------------------- Ben L. Mueller * /s/ WILLIAM W. REYNOLDS ------------------------------------------ William W. Reynolds Attorney-In-Fact
26 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the company 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 the 23rd day of July, 2001. CARROLL SYSTEMS LP BY: CARROLL MANAGEMENT LLC, ITS GENERAL PARTNER BY: /s/ WILLIAM W. REYNOLDS -------------------------------------------------- WILLIAM W. REYNOLDS CHIEF FINANCIAL OFFICER Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated. SIGNATURE CAPACITY DATE --------- -------- ---- * Chief Executive Officer and Manager July 23, 2001 - -------------------------------------------- (Principal Executive Officer) H. David Ramm * Chief Financial Officer July 23, 2001 - -------------------------------------------- (Principal Financial Officer) William W. Reynolds * Chief Accounting Officer July 23, 2001 - -------------------------------------------- (Principal Accounting Officer) Neil J. DePascal, Jr. * /s/ WILLIAM W. REYNOLDS ------------------------------------------- William W. Reynolds Attorney-In-Fact
27 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the company 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 the 23rd day of July, 2001. HAYMAKER ELECTRIC, LTD BY: GENERAL PARTNER, INC., ITS GENERAL PARTNER BY: /s/ WILLIAM W. REYNOLDS ------------------------------------------------ WILLIAM W. REYNOLDS CHIEF FINANCIAL OFFICER Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated. SIGNATURE CAPACITY DATE --------- -------- ---- * Chief Executive Officer and Director July 23, 2001 - -------------------------------------------- (Principal Executive Officer) H. David Ramm * Chief Financial Officer July 23, 2001 - -------------------------------------------- (Principal Financial Officer) William W. Reynolds * Chief Accounting Officer July 23, 2001 - -------------------------------------------- (Principal Accounting Officer) Neil J. DePascal, Jr. * /s/ WILLIAM W. REYNOLDS ------------------------------------------- William W. Reynolds Attorney-In-Fact
28 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the company 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 the 23rd day of July, 2001. HOUSTON-STAFFORD ELECTRICAL CONTRACTORS LP BY: HOUSTON-STAFFORD MANAGEMENT LLC, ITS GENERAL PARTNER BY: /s/ WILLIAM W. REYNOLDS ------------------------------------------- WILLIAM W. REYNOLDS CHIEF EXECUTIVE OFFICER Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated. SIGNATURE CAPACITY DATE --------- -------- ---- * Chief Executive Officer July 23, 2001 - -------------------------------------------- (Principal Executive Officer) H. David Ramm * Chief Financial Officer July 23, 2001 - -------------------------------------------- (Principal Financial Officer) William W. Reynolds * Chief Accounting Officer July 23, 2001 - -------------------------------------------- (Principal Accounting Officer) Neil J. DePascal, Jr. * Manager July 23, 2001 - -------------------------------------------- Ben L. Mueller * /s/ WILLIAM W. REYNOLDS ------------------------------------------- William W. Reynolds Attorney-In-Fact
29 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the company 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 the 23rd day of July, 2001. ICS INTEGRATED COMMUNICATIONS SERVICES LP BY: NEAL ELECTRIC MANAGEMENT LLC, ITS GENERAL PARTNER BY: /s/ WILLIAM W. REYNOLDS ------------------------------------------- WILLIAM W. REYNOLDS CHIEF FINANCIAL OFFICER Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated. SIGNATURE CAPACITY DATE --------- -------- ---- * Chief Executive Officer July 23, 2001 - -------------------------------------------- (Principal Executive Officer) H. David Ramm * Chief Financial Officer July 23, 2001 - -------------------------------------------- (Principal Financial Officer) William W. Reynolds * Chief Accounting Officer July 23, 2001 - -------------------------------------------- (Principal Accounting Officer) Neil J. DePascal, Jr. * Manager July 23, 2001 - -------------------------------------------- John F. Wombwell * /s/ WILLIAM W. REYNOLDS ------------------------------------------ William W. Reynolds Attorney-In-Fact
30 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the company 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 the 23rd day of July, 2001. IES CONTRACTORS LP BY: IES CONTRACTORS MANAGEMENT LLC, ITS GENERAL PARTNER BY: /s/ WILLIAM W. REYNOLDS ------------------------------------------- WILLIAM W. REYNOLDS CHIEF FINANCIAL OFFICER Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated. SIGNATURE CAPACITY DATE --------- -------- ---- * Chief Executive Officer July 23, 2001 - -------------------------------------------- (Principal Executive Officer) H. David Ramm * Chief Financial Officer July 23, 2001 - -------------------------------------------- (Principal Financial Officer) William W. Reynolds * Chief Accounting Officer July 23, 2001 - -------------------------------------------- (Principal Accounting Officer) Neil J. DePascal, Jr. * Manager July 23, 2001 - -------------------------------------------- John F. Wombwell * /s/ WILLIAM W. REYNOLDS ------------------------------------------ William W. Reynolds Attorney-In-Fact
31 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the company 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 the 23rd day of July, 2001. IES MANAGEMENT LP BY: INTEGRATED ELECTRICAL FINANCE, INC., ITS GENERAL PARTNER BY: /s/ WILLIAM W. REYNOLDS ------------------------------------------- WILLIAM W. REYNOLDS CHIEF FINANCIAL OFFICER Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated. SIGNATURE CAPACITY DATE --------- -------- ---- * Chief Executive Officer July 23, 2001 - -------------------------------------------- (Principal Executive Officer) H. David Ramm * Chief Financial Officer July 23, 2001 - -------------------------------------------- (Principal Financial Officer) William W. Reynolds * Chief Accounting Officer July 23, 2001 - -------------------------------------------- (Principal Accounting Officer) Neil J. DePascal, Jr. * Manager July 23, 2001 - -------------------------------------------- John F. Wombwell * /s/ WILLIAM W. REYNOLDS ------------------------------------------ William W. Reynolds Attorney-In-Fact
32 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the company 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 the 23rd day of July, 2001. J.W. GRAY ELECTRICAL CONTRACTORS LP BY: J.W. GRAY MANAGEMENT, LLC, ITS GENERAL PARTNER BY: /s/ WILLIAM W. REYNOLDS ------------------------------------------- WILLIAM W. REYNOLDS CHIEF FINANCIAL OFFICER Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated. SIGNATURE CAPACITY DATE --------- -------- ---- * Chief Executive Officer July 23, 2001 - -------------------------------------------- (Principal Executive Officer) H. David Ramm * Chief Financial Officer July 23, 2001 - -------------------------------------------- (Principal Financial Officer) William W. Reynolds * Chief Accounting Officer July 23, 2001 - -------------------------------------------- (Principal Accounting Officer) Neil J. DePascal, Jr. * Manager July 23, 2001 - -------------------------------------------- John F. Wombwell * /s/ WILLIAM W. REYNOLDS ------------------------------------------ William W. Reynolds Attorney-In-Fact
33 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the company 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 the 23rd day of July, 2001. MILLS ELECTRIC LP BY: MILLS MANAGEMENT LLC, ITS GENERAL PARTNER BY: /s/ WILLIAM W. REYNOLDS ------------------------------------------------- WILLIAM W. REYNOLDS CHIEF FINANCIAL OFFICER Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated. SIGNATURE CAPACITY DATE --------- -------- ---- * Chief Executive Officer July 23, 2001 - -------------------------------------------- (Principal Executive Officer) H. David Ramm * Chief Financial Officer July 23, 2001 - -------------------------------------------- (Principal Financial Officer) William W. Reynolds * Chief Accounting Officer July 23, 2001 - -------------------------------------------- (Principal Accounting Officer) Neil J. DePascal, Jr. * Manager July 23, 2001 - -------------------------------------------- John F. Wombwell * /s/ WILLIAM W. REYNOLDS ------------------------------------------ William W. Reynolds Attorney-In-Fact
34 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the company 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 the 23rd day of July, 2001. NEAL ELECTRIC LP BY: BW/BEC, INC., ITS GENERAL PARTNER BY: /s/ WILLIAM W. REYNOLDS ------------------------------------------- WILLIAM W. REYNOLDS CHIEF FINANCIAL OFFICER Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated. SIGNATURE CAPACITY DATE --------- -------- ---- * Chief Executive Officer July 23, 2001 - -------------------------------------------- (Principal Executive Officer) H. David Ramm * Chief Financial Officer July 23, 2001 - -------------------------------------------- (Principal Financial Officer) William W. Reynolds * Chief Accounting Officer July 23, 2001 - -------------------------------------------- (Principal Accounting Officer) Neil J. DePascal, Jr. * Director July 23, 2001 - -------------------------------------------- Ben L. Mueller * /s/ WILLIAM W. REYNOLDS ------------------------------------------ William W. Reynolds Attorney-In-Fact
35 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the company 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 the 23rd day of July, 2001. POLLOCK SUMMIT ELECTRIC LP BY: POLLOCK ELECTRIC, INC., ITS GENERAL PARTNER BY: /s/ WILLIAM W. REYNOLDS -------------------------------------------------- WILLIAM W. REYNOLDS CHIEF FINANCIAL OFFICER BY: SUMMIT ELECTRIC OF TEXAS, INCORPORATED, ITS GENERAL PARTNER BY: /s/ WILLIAM W. REYNOLDS -------------------------------------------------- WILLIAM W. REYNOLDS CHIEF FINANCIAL OFFICER Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated. SIGNATURE CAPACITY DATE --------- -------- ---- * Chief Executive Officer July 23, 2001 - -------------------------------------------- (Principal Executive Officer) H. David Ramm * Chief Financial Officer July 23, 2001 - -------------------------------------------- (Principal Financial Officer) William W. Reynolds * Chief Accounting Officer July 23, 2001 - -------------------------------------------- (Principal Accounting Officer) Neil J. DePascal, Jr. * Manager July 23, 2001 - -------------------------------------------- John F. Wombwell * /s/ WILLIAM W. REYNOLDS ------------------------------------------ William W. Reynolds Attorney-In-Fact
36 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the company 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 the 23rd day of July, 2001. RAINES ELECTRIC LP BY: RAINES MANAGEMENT LLC, ITS GENERAL PARTNER BY: /s/ WILLIAM W. REYNOLDS --------------------------------------------------- WILLIAM W. REYNOLDS CHIEF FINANCIAL OFFICER Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated. SIGNATURE CAPACITY DATE --------- -------- ---- * Chief Executive Officer July 23, 2001 - -------------------------------------------- (Principal Executive Officer) H. David Ramm * Chief Financial Officer July 23, 2001 - -------------------------------------------- (Principal Financial Officer) William W. Reynolds * Chief Accounting Officer July 23, 2001 - -------------------------------------------- (Principal Accounting Officer) Neil J. DePascal, Jr. * Manager July 23, 2001 - -------------------------------------------- John F. Wombwell * /s/ WILLIAM W. REYNOLDS ------------------------------------------ William W. Reynolds Attorney-In-Fact
37 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the company 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 the 23rd day of July, 2001. TESLA POWER AND AUTOMATION, LP TESLA POWER PROPERTIES, LP BY: TESLA POWER, GP INC., THE GENERAL PARTNER OF EACH RESPECTIVE ENTITY BY: /s/ WILLIAM W. REYNOLDS -------------------------------------------------- WILLIAM W. REYNOLDS CHIEF FINANCIAL OFFICER Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated. SIGNATURE CAPACITY DATE --------- -------- ---- * Chief Executive Officer July 23, 2001 - -------------------------------------------- (Principal Executive Officer) H. David Ramm * Chief Financial Officer July 23, 2001 - -------------------------------------------- (Principal Financial Officer) William W. Reynolds * Chief Accounting Officer July 23, 2001 - -------------------------------------------- (Principal Accounting Officer) Neil J. DePascal, Jr. * Director July 23, 2001 - -------------------------------------------- John F. Wombwell * /s/ WILLIAM W. REYNOLDS ------------------------------------------ William W. Reynolds Attorney-In-Fact
38 INDEX TO EXHIBITS Exhibit No. Description ------- ----------- 3.1 Amended and Restated Certificate of Incorporation as amended. (Incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-38715) of the Company). 3.2* Bylaws, as amended. 4.2 Indenture, dated January 28, 1999, by and among Integrated Electrical Services, Inc. and the subsidiaries named therein and State Street Bank and Trust Company covering up to $150,000,000 9 3/8% Senior Subordinated Notes due 2009. (Incorporated herein by reference to Exhibit 4.2 to Post-Effective Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-50031) of the Company). 4.3* Indenture, dated as of May 29, 2001 by and among Integrated Electrical Services, Inc., the subsidiaries name therein and State Street Bank and Trust Company. 4.4 Form of Integrated Electrical Services, Inc. 9 3/8% Senior Subordinated Note due 2009 (Series A) (Included in Exhibit A to Exhibit 4.2 to Post-Effective Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-50031) of the Company). 4.5 Form of Integrated Electrical Services, Inc. 9 3/8% Senior Subordinated Note due 2009 (Series B) (Included in Exhibit A to Exhibit 4.2 to Post-Effective Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-50031) of the Company). 4.6* Form of Integrated Electrical Services, Inc. 9[ ]% Senior Subordinated Note due 2009 (Series C) (Included in Exhibit A to the Indenture, dated as of May 29, 2001, filed herewith as Exhibit 4.3) 4.7* Exchange and Registration Rights Agreement dated as of May 29, 2001 by and between Integrated Electrical Services, Inc. and the initial purchasers named therein. 5.1* Opinion of Vinson & Elkins L.L.P. regarding the validity of the securities being registered. 10.1+ Form of Employment Agreement (Incorporated herein by reference to Exhibit 10.1 to the Registration Statement on Form S-1 (File No. 333-38715) of the Company). 10.2 Form of Officer and Director Indemnification Agreement (Incorporated herein by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (File No. 333-38715) of the Company). 10.3+ Integrated Electrical Services, Inc. 1997 Stock Plan, as amended. (Incorporated herein by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999). 10.4+ Integrated Electrical Services, Inc. 1997 Directors Stock Plan (Incorporated herein by reference to Exhibit 16.4 of the Company's Annual Report on Form 10-K for the year ended September 30, 2000). 10.5 Credit Agreement dated July 30, 1998, among the Company, the Financial Institutions named therein and NationsBank of Texas, N.A., including Guaranty, Pledge Agreement, Security Agreement, form of promissory note, and form of swing line note. (Incorporated herein by reference to Exhibit 10.5 to Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-50031) of the Company). 10.6 Amendment No. 1 dated September 30, 1998, to the Credit Agreement dated July 30, 1998, among the Company, the Financial Institutions named therein and NationsBank of Texas, N.A. (Incorporated herein by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K/A for the year ended September 30, 1998). 10.7 Amendment No. 2 dated January 18, 1999, to the Credit Agreement dated July 30, 1998, among the Company, the Financial Institutions named therein and NationsBank of Texas, N.A. (Incorporated herein by reference to Exhibit 10.7 to Post-Effective Amendment No. 2 to the Registration Statement on Form S-1 (Reg. No. 333-50031) of the Company). 10.8 Amendment No. 3 dated August 19, 1999, to the Credit Agreement dated July 30, 1998, among the Company, the Financial Institutions named therein and NationsBank of Texas, N.A. (Incorporated herein by reference to Exhibit 10.9 of the Company's Annual Report on Form 10-K for the year ended September 30, 2000). 10.9 Amendment No. 4 dated March 31, 2000, to the Credit Agreement dated July 30, 1998, among the Company, the Financial Institutions named therein and NationsBank of Texas, N.A. (Incorporated herein by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000). 10.10+ Employment Agreement between the Company and H. David Ramm dated March 20, 2000 (Incorporated herein by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000).
39 10.11+ Integrated Electrical Services, Inc. 1999 Incentive Compensation Plan (Incorporation herein by reference to Exhibit 10.11 of the Company's Annual Report on Form 10-K for the year ended September 30, 2000). 10.12* Credit Agreement dated as of May 22, 2001 among Integrated Electrical Services, Inc., as borrower, the financial institutions named therein, as banks, Credit Lyonnais and the Bank of Nova Scotia, as syndication agents, Toronto Dominion (Texas), Inc., as documentation agent and The Chase Manhattan Bank, as administrative agent. 12* Ratio of Earnings to Fixed Charges. 21.1 List of Subsidiaries (Incorporated herein by reference to Exhibit 21.1 of the Company's Annual Report on Form 10-K for the year ended September 30, 2000). 23.1* Consent of Arthur Andersen LLP 23.7* Consent of Vinson & Elkins L.L.P. 24.1* Power of Attorney. 25.1* Statement of Eligibility on Form T-1 of State Street Bank and Trust Company. 99.1* Form of Letter of Transmittal. 99.2* Form of Letter to Clients. 99.3* Form of Letter to Registered Holders and DTC Participants. 99.4* Form of Notice of Guaranteed Delivery. - ---------- * Previously filed. + Management contract or compensatory plan or arrangement. (b) Financial Statement Schedules. Incorporated herein by reference to Item 8 of our annual report on Form 10-K for the year ended September 30, 2000, as amended.