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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: DECEMBER 9, 2003
(Date of earliest event reported)
POWELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 0-6050 88-0106100
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
8550 MOSLEY DRIVE
HOUSTON, TEXAS 77075-1180
(Address of Principal Executive Offices) (Zip Code)
(713) 944-6900
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS
On December 9, 2003, Powell Industries, Inc. (NASDAQ: POWL) announced results
for the fiscal 2003 fourth quarter and year ended October 31, 2003. A copy of
the press release announcing the results is attached hereto as Exhibit 99.1 and
incorporated herein by this reference.
(c) Exhibits:
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release dated December 9, 2003.
ITEM 12 - RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On December 9, 2003, the Company held a conference call to discuss its fiscal
2003 fourth quarter and year end results, as reflected in the attached press
release dated December 9, 2003 released earlier that day. The press release
refers to free cash flow for the year of $31.9 million, which is defined as
total cash flows from operations of $36.4 million less all capital expenditures
of $4.5 million. A copy of the transcript of the conference call can be accessed
through the "News" tab at www.powellind.com. The transcript contains
forward-looking statements, which are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Readers are
cautioned that such forward-looking statements involve risks and uncertainties
in that actual results may differ materially from those projected in the
forward-looking statements. In the course of operations, the Company is subject
to certain risk factors, including but not limited to competition and
competitive pressures, sensitivity to general economic and industrial
conditions, international political and economic risks, availability and price
of raw materials and execution of business strategy. The information in this
Current Report is being furnished pursuant to Item 12, Results of Operations and
Financial Condition. Pursuant to general instruction B.6. of Form 8-K, the
information in this Current Report shall not be deemed "filed" for the purposes
of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that Section. The information in this Current Report shall not be
incorporated by reference into any registration statement pursuant to the
Securities Act of 1933.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
POWELL INDUSTRIES, INC.
Date: December 15, 2003 By: /s/ DON R. MADISON
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Don R. Madison
Vice President
Chief Financial Officer
(Principal Accounting and
Financial Officer)