AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY __, 2004.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
INTEGRATED ELECTRICAL SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
CURT L. WARNOCK
1800 WEST LOOP SOUTH, SUITE 500
HOUSTON, TEXAS 77027
(713) 860-1500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TO BE OFFERING PRICE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE
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Common Stock $.01 Par Value Per Share 1,000,000 Shares $10.35 $10,350,000 $1,311.35
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(1) The number of Shares of Common Stock registered herein is subject to
adjustment to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act, based upon
the average of the high and low prices of the Registrant's Common Stock on the
New York Stock Exchange on January 26, 2004 as reported in the Wall Street
Journal on January 27, 2004.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to part
I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed by Integrated
Electrical Services, Inc. (the "Company"), solely to register additional
securities. In accordance with General Instruction E of Form S-8, the Company
hereby incorporates by reference the contents of the Company's registration
statement on Form S-8 (333-31608) relating to the Employee Stock Purchase Plan,
as amended.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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5.1* Opinion of Andrews & Kurth, LLP as to the legality of the shares
being registered.
23.1* Consent of Andrews & Kurth, LLP (included in Exhibit 5.1).
23.2* Consent of Ernst & Young, LLP.
24.1 Powers of Attorney (set forth on the signature page contained in
Part II of this Registration Statement).
99.1* Integrated Electrical Services, Inc. Employee Stock Purchase
Plan, as amended and restated.
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*filed herewith
SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act, Integrated
Electrical Services, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas on January 22,
2004.
INTEGRATED ELECTRICAL SERVICES, INC.
(Registrant)
By: /s/ HERBERT R. ALLEN, President, Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of INTEGRATED ELECTRICAL SERVICES, INC. (the "Company") hereby
constitutes and appoints Herbert R, Allen, William W. Reynolds, Curt L. Warnock,
or either of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file this Registration Statement under the Securities Act of
1933, as amended, and any or all amendments (including, without limitation,
post-effective amendments), with all exhibits and any and all documents required
to be filed with respect thereto, with the Securities and Exchange Commission or
any regulatory authority, granting unto such attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do, if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON JANUARY 22, 2004.
Signature Title
/s/ C. BYRON SNYDER
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C. Byron Snyder Chairman of the Board of Directors
/s/ HERBERT R. ALLEN
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Herbert R. Allen President, Chief Executive Officer
and Director (Principal Executive
Officer)
/s/ RONALD P. BADIE
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Ronald P. Badie Director
/s/ RICHARD L. CHINA
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Richard L. China Director
/s/ DONALD PAUL HODEL
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Donald Paul Hodel Director
/s/ DAVID A. MILLER
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David A. Miller Vice President, Chief Accounting
Officer (Principal Accounting
Officer)
/s/ WILLIAM W. REYNOLDS
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William W. Reynolds Executive Vice President, Chief
Financial Officer (Principal
Financial Officer
/s/ ALAN R. SIELBECK
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Alan R. Sielbeck Director
/s/ DONALD C. TRAUSCHT
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Donald C. Trauscht Director
/s/ JAMES D. WOODS
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James D. Woods Director
EXHIBIT INDEX
Exhibit
Number Description
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5.1* Opinion of Andrews & Kurth, LLP as to the legality of the
shares being registered.
23.1* Consent of Andrews & Kurth, LLP (included in Exhibit 5.1).
23.2* Consent of Ernst & Young, LLP.
24.1 Powers of Attorney (set forth on the signature page contained
in Part II of this Registration Statement).
99.1* Integrated Electrical Services, Inc. Employee Stock Purchase
Plan, as amended and restated.
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*filed herewith