UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2002
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from_____to_____.
Commission File No. 1-13783
INTEGRATED ELECTRICAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0542208
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
1800 West Loop South
Suite 500
Houston, Texas 77027-3290
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (713) 860-1500
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
The number of shares outstanding as of July 30, 2002 of the issuer's common
stock was 39,975,328 and of the issuer's restricted voting common stock was
2,605,709.
Explanatory Note
This Amendment No. 1 to Form 10-Q for the Quarter Ended June 30, 2002, is being
filed to include certifications pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
INTEGRATED ELECTRICAL SERVICES, INC. AND SUBSIDIARIES
INDEX
Page
----
PART II. OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K................ 2
Signatures ................................................ 3
1
INTEGRATED ELECTRICAL SERVICES, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
10.1 Form of Employment Agreement between the Company and
H. Roddy Allen dated May 22, 1998 as Amended March
11, 2002.
10.2 Amendment No. 4 dated July 12, 2002, to the Credit
Agreement dated May 22, 2001, among the Company, 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.
99.1 Certification of Herbert R. Allen, Chief Executive
Officer, pursuant to 18 U.S.C. Section 1350, as
adopted to Section 906 of The Sarbanes-Oxley Act of
2002.
99.2 Certification of William W. Reynolds, Chief Financial
Officer, pursuant to 18 U.S.C. Section 1350, as
adopted to Section 906 of The Sarbanes-Oxley Act of
2002.
B. REPORTS ON FORM 8-K
A report on Form 8-K was filed with the SEC on June 10, 2002 in
connection with a change in the registrant's certifying
accountant.
2
INTEGRATED ELECTRICAL SERVICES, INC. AND SUBSIDIARIES
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, who has signed this report on behalf of
the Registrant and as the principal financial officer of the Registrant.
INTEGRATED ELECTRICAL SERVICES, INC.
Date: July 31, 2002 By: /s/ William W. Reynolds
---------------------------------
William W. Reynolds
Executive Vice President and
Chief Financial Officer
3
EXHIBIT INDEX
Exhibit
No. Description
------- -----------
10.1 Form of Employment Agreement between the Company and
H. Roddy Allen dated May 22, 1998 as Amended March
11, 2002.
10.2 Amendment No. 4 dated July 12, 2002, to the Credit
Agreement dated May 22, 2001, among the Company, 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.
99.1 Certification of Herbert R. Allen, Chief Executive
Officer, pursuant to 18 U.S.C. Section 1350, as
adopted to Section 906 of The Sarbanes-Oxley Act of
2002.
99.2 Certification of William W. Reynolds, Chief Financial
Officer, pursuant to 18 U.S.C. Section 1350, as
adopted to Section 906 of The Sarbanes-Oxley Act of
2002.