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: July 31, 2002 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 incorporation or organization) Identification No.) 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
Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit Number Description 99.1 Cover letter to the Securities and Exchange Commission dated July 30, 2002. 99.2 Statement Under Oath of Herbert R. Allen, Principal Executive Officer of Integrated Electrical Services, Inc. Regarding Facts and Circumstances Relating to Exchange Act Filings. 99.3 Statement Under Oath of William W. Reynolds, Principal Financial Officer of Integrated Electrical Services, Inc. Regarding Facts and Circumstances Relating to Exchange Act Filings. Item 9. Regulation FD Disclosure On July 30, 2002, Integrated Electrical Services, Inc. submitted to the Securities and Exchange Commission the Statements under Oath of the Principal Executive Officer and the Principal Financial Officer in accordance with the SEC's June 27, 2002 Order requiring the filing of sworn statements pursuant to Section 21 (a) (1) of the Securities and Exchange Act of 1934.
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: July 31, 2002
EXHIBIT INDEX Exhibit Number Description 99.1 Cover letter to the Securities and Exchange Commission dated July 30, 2002. 99.2 Statement Under Oath of Herbert R. Allen, Principal Executive Officer of Integrated Electrical Services, Inc. Regarding Facts and Circumstances Relating to Exchange Act Filings. 99.3 Statement Under Oath of William W. Reynolds, Principal Financial Officer of Integrated Electrical Services, Inc. Regarding Facts and Circumstances Relating to Exchange Act Filings.
Exhibit 99.1 July 30, 2002 VIA FEDERAL EXPRESS Jonathan G. Katz Secretary, Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Order Requiring the Filing of Sworn Statements Pursuant to Section 21(a)(1) of the Securities and Exchange Act of 1934 (SEC File No. 4-460) Dear Secretary Katz: Please find enclosed, pursuant to the Order Requiring the Filing of Sworn Statements Pursuant to Section 21(a)(1) of the Securities and Exchange Act of 1934 (SEC File No. 4-460), the Statements Under Oath of the Principal Executive Officer and Principal Financial Officer of Integrated Electrical Services, Inc. Regarding Facts and Circumstances Relating to Exchange Act Filings. Yours very truly, /s/ Curt L. Warnock ------------------------------------ Curt L. Warnock Assistant General Counsel Enclosures
Exhibit 99.2 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Herbert R. Allen, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Integrated Electrical Services, Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the audit committee of Integrated Electrical Services, Inc. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the fiscal year ended September 30, 2001 of Integrated Electrical Services, Inc. filed with the Commission; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Integrated Electrical Services, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Herbert R. Allen -------------------------------------------- Herbert R. Allen, Chief Executive Officer Integrated Electrical Services, Inc. Date: July 30, 2002 Subscribed and sworn to before me this 30th day of July, 2002. /s/ Robin Lanford -------------------------------------------- Notary Public, In and For the State of Texas My Commission Expires: 8-26-2004 -------------
Exhibit 99.3 STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, William W. Reynolds, state and attest that: (4) To the best of my knowledge, based upon a review of the covered reports of Integrated Electrical Services, Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (5) I have reviewed the contents of this statement with the audit committee of Integrated Electrical Services, Inc. (6) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the fiscal year ended September 30, 2001 of Integrated Electrical Services, Inc. filed with the Commission; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Integrated Electrical Services, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ William W. Reynolds -------------------------------------------- William W. Reynolds, Chief Financial Officer Integrated Electrical Services, Inc. Date: July 30, 2002 Subscribed and sworn to before me this 30th day of July, 2002. /s/ Robin Lanford -------------------------------------------- Notary Public, In and For the State of Texas My Commission Expires: 8-26-2004 -------------