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: November 22, 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 22, 2004, Integrated Electrical Services, Inc. (the "Company")
entered into a purchase agreement (the "Purchase Agreement") with Amulet Limited
and Marathon Global Convertible Master Fund, Ltd. (the "Purchasers") for the
private placement (the "Private Placement") of $36 million in principal amount
of its Series A and Series B 6.5% Senior Convertible Notes due 2014 (the
"Notes"). The Purchasers will have an option to purchase an additional $14
million in principal amount of Notes on or before the later to occur of the 90th
day after the closing date and the fifth business day following the Company's
next annual meeting of stockholders and will be entitled to registration rights
with respect to the common stock underlying the Notes pursuant to a registration
rights agreement to be entered into on the closing date. The press release
announcing entry into the Purchase Agreement is attached as an exhibit to this
Current Report on Form 8-K and is incorporated herein in its entirety.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The information disclosed in Item 1.01 of this Current Report on Form 8-K
with respect to the Purchase Agreement and the Private Placement is incorporated
into this Item 3.02. The Private Placement is scheduled to close on November 24,
2004 and will be structured so as to fall within the exemption from registration
found in Section 4(2) of the Securities Act of 1933, relating to transactions by
an issuer not constituting a public offering. The Notes will be sold at 100% of
their principal amount.
The Notes are senior unsecured obligations of the Company, are guaranteed
on a senior unsecured basis by its significant domestic subsidiaries, and will
be convertible at the option of the holder under certain circumstances into
shares of the Company's common stock at an initial conversion price of $3.25 per
share, subject to adjustment, or into cash at the Company's election. The total
number of shares of common stock deliverable upon conversion of the Notes is
limited to approximately 9.4 million shares, including approximately 1.9 million
treasury shares, and, absent receipt of stockholder approval and to the extent
that more shares would otherwise be issuable upon conversions of Notes, the
Company will be required to settle such conversions in cash, subject to certain
conditions. The specific terms of conversion of the Notes will be substantially
as set forth in the form of Indenture attached as Exhibit A to the Purchase
Agreement, which is attached as an exhibit to this Current Report on Form 8-K
and incorporated herein in its entirety.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Purchase Agreement, dated November 22, 2004, among the Company
and the Purchasers named therein and Guarantors named therein
(including form of Indenture and form of Registration Rights
Agreement).
99.1 Press release dated November 22, 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: November 22, 2004
INDEX TO EXHIBITS
10.1 Purchase Agreement, dated November 22, 2004, among the Company and the
Purchasers named therein and Guarantors named therein (including form
of Indenture and form of Registration Rights Agreement).
99.1 Press release dated November 22, 2004.