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: December 6, 2004
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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 6, 2004, Integrated Electrical Services, Inc. (the
"Company") entered into an Asset Purchase Agreement (the "Delco Purchase
Agreement") among the Company, Delco Electric, Inc., a wholly-owned subsidiary
of the Company ("Delco"), DFI Group, Inc. ("DFI") and Terry Foley and Jason
Dickinson, as guarantors, providing for the sale of substantially all of the
assets of Delco to DFI for a purchase price of $869,000, subject to adjustment.
The closing of the transactions contemplated by the Delco Purchase Agreement was
consummated on December 6, 2004. Mr. Foley was the president of Delco, prior to
the sale, and is the president of DFI. Jason Dickinson is a director and
principal shareholder of DFI and is the son of Miles Dickinson, a senior
vice-president of the Company. In connection with this sale, Miles Dickinson's
employment agreement was amended as disclosed under Item 5.05 of this Current
Report on Form 8-K, which disclosure is incorporated herein in its entirety.
On December 9, 2004, the Company entered into an Asset Purchase
Agreement (the "Britt Rice Purchase Agreement") among the Company, B. Rice
Electric LP and Carroll Systems LP, each a wholly-owned subsidiary of the
Company (and together, the "Britt Rice Division"), Britt Rice Construction
Company, LP (the "Buyer") and Britt L. Rice, as guarantor, providing for the
sale of substantially all of the assets of the Britt Rice Division to the Buyer
for a purchase price of $6,629,000, subject to adjustment. The closing of the
transactions contemplated by the Britt Rice Purchase Agreement was consummated
on December 9, 2004.
In determining the sales prices under the above-referenced agreements
for the disposed of assets and liabilities, the Company evaluated past
performance, expected future performance, management issues, bonding
requirements, market forecasts and the carrying value of such assets and
liabilities and, in each case, received a fairness opinion from an independent
consulting and investment banking firm in support of such determinations. A
press release announcing the closing of these transactions is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein in its
entirety.
ITEM 5.05 AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A
PROVISION OF THE CODE OF ETHICS.
Miles Dickinson, a senior vice-president of the Company, loaned a
portion of the purchase price to DFI in connection with the transactions
contemplated by the Delco Purchase Agreement and will provide certain consulting
services to DFI post-closing. On December 2, 2004, the Company's board of
directors approved a waiver of the Company's conflict of interest policy and an
amendment to Mr. Dickinson's Employment Agreement to permit Mr. Dickinson to
provide this loan and such consulting services.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
10.1 Asset Purchase Agreement, dated December 6, 2004.
10.2 Asset Purchase Agreement, dated December 9, 2004.
99.1 Press release, dated December 10, 2004.
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/ David A. Miller
------------------------------------
David A. Miller
Vice President and
Chief Accounting Officer
Dated: December 10, 2004
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.1 Asset Purchase Agreement, dated December 6, 2004.
10.2 Asset Purchase Agreement, dated December 9, 2004.
99.1 Press release, dated December 10, 2004.