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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: September 14, 1998
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)
515 Post Oak Boulevard
Suite 450
Houston, Texas 77027-9408
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (713) 860-1500
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 30, 1998, Integrated Electrical Services, Inc. (the "Company")
consummated the acquisition of all of the issued and outstanding capital stock
of Mark Henderson, Incorporated, Holland Electrical Systems, Inc., and Spectrol,
Inc. (collectively, the "Businesses Acquired"). The Businesses Acquired perform
electrical contracting in Atlanta, Georgia, with additional operations in North
Carolina. The consideration paid by the Company for the Businesses Acquired was
determined through negotiations between representatives of the Company and the
owners of the Businesses Acquired and consisted of an aggregate of 684,211
shares of common stock of the Company and approximately $10.2 million in cash.
The cash portion of the consideration paid for the Businesses Acquired was
funded through borrowings under the Company's $70.0 million credit facility.
The Company intends to continue using the assets of the Businesses Acquired in
the electrical contracting business.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
This Form 8-K/A is being filed to include in the Current Report on Form
8-K filed by the Registrant with the Securities and Exchange Commission on July
14, 1998, the financial statements and pro forma financial information required
by Item 7.
The required financial statements of the businesses required by the
Registrant are incorporated by reference from Post-Effective Amendment No. 1 to
the Company's Registration Statement on Form S-1 dated September 14, 1998
(333-50031).
(B) PRO FORMA FINANCIAL INFORMATION
The required pro forma financial information reflecting the businesses
acquired are incorporated by reference from Post-Effective Amendment No. 1 to
the Company's Registration Statement on Form S-1 dated September 14, 1998
(333-50031).
(C) EXHIBITS
2.1 Agreement and Plan of Merger dated as of June 18, 1998 among
Integrated Electrical Services, Inc., Mark Henderson Acquisition
Corporation, Mark Henderson, Incorporated, and Mark Henderson and Bill
Collins (incorporated by reference from Current Report on Form 8-K
filed by the Registrant with the Securities and Exchange Commission on
July 14, 1998 (333-13783)).
2.2 Agreement and Plan of Merger dated as of June 18, 1998 among
Integrated Electrical Services, Inc., Mark Henderson Acquisition
Corporation, Holland Electrical Systems, Inc. and Amy B. Henderson and
Mary Sue Holland (incorporated by reference from Current Report on
Form 8-K filed by the Registrant with the Securities and Exchange
Commission on July 14, 1998 (333-13783)).
2.3 Agreement and Plan of Merger dated as of June 18, 1998 among
Integrated Electrical Services, Inc., Mark Henderson Acquisition
Corporation, Spectrol, Inc. and David Lytle (incorporated by reference
from Current Report on Form 8-K filed by the Registrant with the
Securities and Exchange Commission on July 14, 1998 (333-13783)).
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 hereunto duly authorized.
INTEGRATED ELECTRICAL SERVICES, INC.
Date: September 14, 1998 By: /s/ Jim P. Wise
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Jim P. Wise
Senior Vice President and Chief Financial
Officer
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