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: September 29, 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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 29, 2004, Integrated Electrical Services, Inc. (the "Company")
issued a press release announcing that the Company received waivers from a
majority of its senior subordinated note holders for both series of its notes
outstanding. As a result of the receipt of these waivers, the Agreement and
Second Amendment to the Credit Agreement dated August 16, 2004 has been
reinstated. Additionally, the Company is in compliance with the terms of its
$175 million credit facility consisting of a $50 million term loan and $125
million revolving line of credit, led by Bank One, NA as administrative agent.
See related press release dated September 29, 2004 included herein as Exhibit
99.1.
As stated in the press release filed herewith as Exhibit 99.1, Mr. Richard L.
China, the Company's Chief Operating Officer has resigned that position and
will assume the position of Senior Vice President-Strategic Business
Development. The resignation was effective September 28, 2004. Pursuant to Mr.
China's Employment Agreement, filed as Exhibit 10.2 to the Company's Annual
Report of Form 10-K for the year ended September 30, 2003, this event activates
the ability by Mr. China to terminate his employment with the Company and
receive one year's salary as a severance payment if he so chooses within 14
days of the event. The Company and Mr. China have agreed to modify the
Employment Agreement to allow Mr. China to take this action during a modified
time period which will end no later than November 18, 2004.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
As stated in the press release filed herewith as Exhibit 99.1, Mr. Richard L.
China has resigned his position as Chief Operating Officer of the Company and
will assume the position of Senior Vice President-Strategic Business
Development. In addition, Mr. Jeffrey A. Pugh has resigned his position as the
Company's Chief Financial Officer to pursue other interests. Both resignations
are effective September 28, 2004.
SECTION 7 - REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE
On September 29, 2004, Integrated Electrical Services, Inc. (the "Company")
issued a press release announcing that the Company received waivers from a
majority of its senior subordinated note holders for both series of its notes
outstanding. As a result of the receipt of these waivers, the Agreement and
Second Amendment to the Credit Agreement dated August 16, 2004 has been
reinstated. Additionally, the Company is in compliance with the terms of its
$175 million credit facility consisting of a $50 million term loan and $125
million revolving line of credit, led by Bank One, NA as administrative agent.
See related press release dated September 29, 2004 included herein as Exhibit
99.1.
As stated in the press release filed herewith as Exhibit 99.1, Mr. Richard L.
China has resigned his position as Chief Operating Officer of the Company and
will assume the position of Senior Vice President-Strategic Business
Development. In addition, Mr. Jeffrey A. Pugh has resigned his position as the
Company's Chief Financial Officer to pursue other interests. Both resignations
are effective September 28, 2004.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(C) Exhibits
Exhibit No. Description
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99.1 Press Release dated September 29, 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: September 29, 2004
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated September 29, 2004