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 (Date of earliest event reported):
March 28, 2006
INTEGRATED ELECTRICAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-13783
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76-0542208 |
| (State or other jurisdiction of
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(Commission
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(IRS Employer |
| incorporation)
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File Number)
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Identification No.) |
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| 1800 West Loop South, Suite 500 |
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| Houston, Texas
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77027 |
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(Zip Code) |
| executive offices) |
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Registrant’s telephone number, including area code: (713) 860-1500
(Former name or former address, if changed since last report): Not applicable
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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure
On March 28, 2006, Integrated Electrical Services, Inc. and certain of its direct and indirect
subsidiaries (collectively, the “Debtors”), filed their Monthly Operating Report covering the month
ended February 28, 2006 (the “Monthly Operating Report”), with the United States Bankruptcy Court
for the Northern District of Texas, Dallas Division (the “Bankruptcy Court”). A copy of the
Monthly Operating Report is attached to, and incorporated by reference in, this Current Report on
Form 8-K as Exhibit 99.1.
The Monthly Operating Report is limited in scope, covers a limited time period, and has been
prepared solely for the purpose of complying with the monthly reporting requirements of the
Bankruptcy Court. The financial information in the Monthly Operating Report is unaudited and does
not purport to show the financial statements of any of the Debtors in accordance with accounting
principles generally accepted in the United States (“GAAP”), and therefore excludes items required
by GAAP, such as certain reclassifications, eliminations, accruals, and disclosure items. The
Debtors caution readers not to place undue reliance upon the Monthly Operating Report. There can
be no assurance that such information is complete. The Monthly Operating Report may be subject to
revision. The Monthly Operating Report is in a format required by the Bankruptcy Code and should
not be used for investment purposes. The information in the Monthly Operating Report should not be
viewed as indicative of future results.
In accordance with general instruction B.2 of Form 8-K, the information in this report
(including exhibits) that is being furnished pursuant to Item 7.01 of Form 8-K shall not be deemed
to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to
liabilities of that section, nor shall they be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, except as expressly set forth in such filing. This report
will not be deemed an admission as to the materiality of any information in the report that is
required to be disclosed solely by Regulation FD.
This current report on Form 8-K includes certain statements that may be deemed to be “forward
looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements are based on the Company ‘s expectations and involve risks and uncertainties that
could cause the Company ‘s actual results to differ materially from those set forth in the
statements. Such risks and uncertainties include, but are not limited to, the Company’s inability
to complete a financial restructuring on terms acceptable to the Company or at all; the Debtors’
inability to obtain confirmation of a plan of reorganization; uncertainties affecting the monthly
operating reports prepared in connection with the Chapter 11 Cases; and the outcome of the SEC
investigation. You should understand that the foregoing important factors, in addition to those
discussed in our other filings with the Securities and Exchange Commission, including those under
the heading ‘Risk Factors” contained in our annual report on Form 10-K for the fiscal year ended
September 30, 2005 and our quarterly report on Form 10-Q for the quarter ended December 31, 2005,
could affect our future results and could cause results to differ materially from those expressed
in such forward-looking statements. We undertake no obligation to publicly update or revise the
Company’s borrowing availability, its cash position or any forward-looking statements to reflect
events or circumstances that may arise after the date of this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(c) |
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Exhibits. |
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Exhibit
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Description |
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99.1* |
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Monthly Operating Report for the month of February 2006 |
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Furnished herewith |
1