<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 9, 1999.
REGISTRATION NO. 333-50031
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 4
TO FORM S-1
ON
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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INTEGRATED ELECTRICAL SERVICES, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
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DELAWARE 76-0542208
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
</TABLE>
515 POST OAK BOULEVARD, SUITE 450
HOUSTON, TEXAS 77027-9408
(713) 860-1500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
---------------------
JOHN F. WOMBWELL
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
515 POST OAK BOULEVARD, SUITE 450
HOUSTON, TEXAS 77027-9408
(713) 860-1500
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
---------------------
copy to:
DAVID P. OELMAN
ANDREWS & KURTH L.L.P.
600 TRAVIS, SUITE 4200
HOUSTON, TEXAS 77002
(713) 220-4200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to rule 415 under the Securities Act of
1933, check the following box. [X]
If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
THIS REGISTRATION STATEMENT CONTAINS A COMBINED PROSPECTUS PURSUANT TO RULE
429 UNDER THE SECURITIES ACT, WHICH RELATES TO THE COMPANY'S EARLIER
REGISTRATION STATEMENT NO. 333-45479.
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<PAGE> 2
EXPLANATORY NOTE
This registration statement contains two forms of prospectus: one to be
used in connection with the acquisition of the assets or the securities of
businesses by Integrated Electrical Services, Inc. and one to be used by persons
or entities who have received stock of Integrated Electrical Services, Inc. in
exchange for the assets or the securities of a business and who wish to sell
such stock. These prospectuses are identical except that they contain different
front cover pages and different descriptions of the plan of distribution. The
form of prospectus to be used in connection with acquisitions is included first
and is followed by those pages to be used in the prospectus to be used by
selling stockholders which differ from those used in the acquisition prospectus.
Each of the pages for the selling stockholder prospectus included herein is
labeled "Alternate Page for Selling Stockholder Prospectus."
<PAGE> 3
PROSPECTUS
[INTEGRATED ELECTRICAL SERVICES LOGO]
21,000,000 SHARES
COMMON STOCK
---------------------
THE COMPANY:
- - Our company is the third largest provider of electrical contracting and
maintenance services in the United States.
- - Our address is:
Integrated Electrical Services, Inc.
515 Post Oak Boulevard
Suite 450
Houston, Texas 77027-9408
(713) 860-1500
THE OFFERING:
- - 21,000,000 shares of common stock.
- - All of the common stock we are offering by way of this prospectus will be
offered, from time to time, to acquire the securities or assets of other
businesses.
- - Our common stock trades under the symbol "IEE." The last reported sale price
of the common stock on April 8, 1999 was $16 1/4.
THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 5.
---------------------
Neither the SEC nor any state securities commission has determined whether this
prospectus is truthful or complete. Nor have they made, nor will they make, any
determination as to whether anyone should buy these securities. Any
representation to the contrary is a criminal offense.
The date of this prospectus is April 9, 1999
<PAGE> 4
TABLE OF CONTENTS
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PAGE
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Where You Can Find More Information......................... 2
The Company................................................. 4
Risk Factors................................................ 5
Securities Covered by this Prospectus....................... 9
Legal Matters............................................... 10
Experts..................................................... 10
</TABLE>
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our SEC filings are also
available to the public from commercial document retrieval services and at the
Internet world wide web site maintained by the SEC at www.sec.gov.
We filed a registration statement on Form S-4 to register with the SEC the
common stock to be issued. This prospectus is a part of that registration
statement.
As allowed by SEC rules, this prospectus does not contain all the
information you can find in the registration statement or the exhibits to the
registration statement.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information contained directly in this prospectus.
This prospectus incorporates by reference the documents set forth below that we
have previously filed with the SEC. These documents contain important
information about our company and its financial condition.
<TABLE>
<CAPTION>
SEC FILINGS (FILE NO. 1-13783) PERIOD
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<S> <C>
Annual Report on Form 10-K Year ended September 30, 1998 (as amended on
January 22, 1999 and March 17, 1999)
Quarterly Report on Form 10-Q Quarter ended December 31, 1998 (as amended
on March 17, 1999)
Current Report on Form 8-K Filed on February 4, 1999 (as amended on
March 17, 1999)
Proxy Statement Dated December 29, 1998
Registration Statement on Form 8-A Filed on January 14, 1998
</TABLE>
We also incorporate by reference into this prospectus additional documents
that may be filed with the SEC from the date of this prospectus to the date of
the termination of the offerings of common stock by way of this prospectus.
These include periodic reports, such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Forms 8-K, as well as proxy
statements.
2
<PAGE> 5
Documents incorporated by reference are available from us without charge,
excluding all exhibits unless we have specifically incorporated by reference an
exhibit in this prospectus. You may obtain documents incorporated by reference
in this prospectus by requesting them in writing or by telephone from us at the
following address:
Integrated Electrical Services, Inc.
515 Post Oak Boulevard
Suite 450
Houston, Texas 77027-9408
Attention: Corporate Secretary
(713) 860-1500
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROSPECTUS. THIS
PROSPECTUS IS DATED APRIL 9, 1999. YOU SHOULD NOT ASSUME THAT THE INFORMATION
CONTAINED IN THE PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE. ANY
INFORMATION IN THIS PROSPECTUS OR IN A DOCUMENT INCORPORATED BY REFERENCE IN
THIS PROSPECTUS SHALL BE DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF
THIS PROSPECTUS TO THE EXTENT THAT A STATEMENT CONTAINED IN THIS PROSPECTUS OR
IN ANY SUBSEQUENTLY FILED DOCUMENT WHICH ALSO IS INCORPORATED BY REFERENCE
CHANGES SUCH STATEMENT.
3
<PAGE> 6
THE COMPANY
In late 1997, we recognized an opportunity for a well-capitalized company
with a nationwide presence to realize substantial competitive advantages by
capitalizing on the fragmented nature of the electrical services industry. We
began operations on January 30, 1998 with the acquisition of 16 electrical
businesses, each of which had a strong identity and presence in its local
markets, in order to create a nationwide provider of electrical services and to
lead the consolidation of our industry.
According to U.S. Census data, the electrical contracting industry
generated annual revenues in excess of $40 billion in 1992. This data also
indicates that the electrical contracting industry is highly fragmented with
more than 54,000 companies, most of which are small, owner-operated businesses.
Government sources indicate that total construction industry revenues have grown
at an average compound rate of approximately 6% from 1995 through 1998. Over the
same period, our revenues, calculated as if all the companies we have acquired
were operating under common ownership for the entire period, increased at a
compound annual rate of approximately 13%. We believe this growth in revenues is
primarily due to the fact that our companies have been in business an average of
21 years, have strong relationships with customers, have effectively employed
industry best practices and have focused on larger, higher margin projects.
We serve a broad range of markets, including the commercial, industrial,
residential and power line markets. In addition, we have recently entered into
the data communication market, which includes the installation of wiring for
computer networks and fiber optic telecommunications systems. Our revenues are
generated from a mix of new construction, renovation, maintenance and
specialized services. We focus on higher margin, larger projects that require
special expertise, such as design-and-build projects that utilize the
capabilities of our in-house engineers, as well as service, maintenance and
certain renovation and upgrade work which tends to either be recurring, have
lower sensitivity to economic cycles, or both.
4
<PAGE> 7
RISK FACTORS
You should carefully consider the following factors and other information
in this prospectus before deciding to invest in the common stock.
DOWNTURNS IN CONSTRUCTION COULD ADVERSELY AFFECT OUR BUSINESS BECAUSE MORE THAN
HALF OF OUR BUSINESS IS DEPENDENT ON LEVELS OF CONSTRUCTION ACTIVITY.
Presently, more than half of our business is the installation of electrical
systems in newly constructed and renovated buildings, plants and residences.
Additionally, a majority of our business is concentrated in the southeastern and
southwestern portion of the United States. Downturns in levels of construction
or housing starts could have a material adverse effect on our business,
financial condition and results of operations. Our ability to maintain or
increase revenues from new installation services will depend on the number of
new construction starts and renovations. Our revenue growth from year to year is
likely to reflect the cyclical nature of the construction industry. The number
of new building starts will be affected by local economic conditions, changes in
interest rates and other related factors. The housing industry is similarly
affected by changes in general and local economic conditions, such as the
following:
- employment and income levels;
- interest rates and other factors affecting the availability and cost of
financing;
- tax implications for home buyers;
- consumer confidence; and
- housing, demand.
OUR GROWTH COULD BE DIFFICULT TO MANAGE. AN ACTIVELY EXPANDING COMPANY SUCH AS
OURS REQUIRES THE CONSTANT ATTENTION OF ITS MANAGEMENT. IF TOO MUCH OF OUR
MANAGEMENT'S TIME IS SPENT ATTENDING TO THE GROWTH OF OUR COMPANY, OUR
OPERATIONS COULD SUFFER.
If we are unable to manage our growth, or if we are unable to attract and
retain additional qualified management, there could be a material adverse effect
on our financial condition and results of operations. As we continue to grow,
there can be no assurance that our management group will be able to oversee the
company and effectively implement our operating or growth strategies. We expect
our management will expend time and effort in evaluating, completing and
integrating acquisitions and opening new facilities. We cannot guarantee that
our systems, procedures and controls will be adequate to support our expanding
operations, including the timely receipt of financial information from acquired
companies.
A key point of our business strategy is to grow by acquiring other
electrical contracting and data communication companies. We cannot guarantee
that we will be able to acquire additional businesses or integrate and manage
them successfully. We cannot assure you that the businesses we acquire will
achieve sales and profitability that justify our investment.
Acquisitions we make may involve additional issues, including:
- adverse short-term effects on our financial results;
- diversion of our management's attention;
- dependence on retention, hiring and training of key personnel; and
- risks associated with unanticipated problems or legal liabilities.
In addition, if industry consolidation becomes more prevalent, the prices
for acquisition candidates may increase and the number of available candidates
may decrease. Our competitors may have greater financial resources to finance
acquisition and internal growth opportunities and might be willing to pay higher
prices than we are willing to pay for the same acquisition opportunities.
5
<PAGE> 8
THERE IS CURRENTLY A SHORTAGE OF QUALIFIED ELECTRICIANS. SINCE THE MAJORITY OF
OUR WORK IS PERFORMED BY ELECTRICIANS, THIS SHORTAGE COULD LIMIT OUR ABILITY TO
GROW INTERNALLY IN THE FUTURE.
We believe there is currently a shortage of qualified electricians in the
United States. In order to conduct our business, it is necessary to employ
electricians. Over the last few years, as the U.S. economy has continued to grow
and the unemployment rate has decreased to all time lows, it has become more
difficult for us to attract, hire and retain competent employees. Our ability to
increase productivity and profitability has been limited by our ability to
employ, train and retain skilled electricians who meet our requirements. There
can be no assurance that, among other things:
- we will be able to maintain the skilled labor force necessary to operate
efficiently;
- our labor expenses will not increase as a result of a shortage in the
skilled labor supply; or
- we will not have to curtail internal growth as a result of labor
shortages.
IF OUR STOCK PRICE IS LOW AND OUR ABILITY TO OBTAIN CASH THROUGH THE DEBT OR
EQUITY MARKETS IS LIMITED, OUR ACQUISITION PROGRAM, WHICH IS A KEY POINT OF OUR
BUSINESS STRATEGY, COULD BE HAMPERED.
We use our common stock as at least part of the consideration paid for
companies we acquire. If the common stock does not maintain a sufficient value
or company owners will not accept common stock as consideration for their
businesses, we may be required to use more of our cash to pursue our acquisition
program. If we do not have sufficient cash or borrowing capacity, our growth
could be limited unless we are able to obtain additional cash from the sale of
debt or common stock in the public market.
OUR OPERATIONS ARE SUBJECT TO THE NUMEROUS HAZARDS ASSOCIATED WITH THE
CONSTRUCTION OF ELECTRICAL SYSTEMS. THIS MAKES OUR BUSINESS RISKY. IF AN
ACCIDENT OCCURS, IT COULD RESULT IN AN ADVERSE EFFECT ON OUR BUSINESS.
Hazards related to our industry include, but are not limited to,
electrocutions, fires, mechanical failures or transportation accidents. These
hazards can cause personal injury and loss of life, severe damage to or
destruction of property and equipment and may result in suspension of
operations. We maintain insurance coverage in the amounts and against the risks
we believe are in accordance with industry practice, but this insurance does not
cover all types or amounts of liabilities. No assurance can be given either that
(1) this insurance will be adequate to cover all losses or liabilities we may
incur in our operations or (2) we will be able to maintain insurance of the
types or at levels that are adequate or at reasonable rates.
THE ESTIMATES WE USE IN PLACING BIDS COULD BE MATERIALLY INCORRECT. THE USE OF
INCORRECT ESTIMATES COULD RESULT IN LOSSES ON A FIXED PRICE CONTRACT. THESE
LOSSES COULD BE MATERIAL TO OUR BUSINESS.
Variations from estimated contract costs along with other risks inherent in
performing fixed price contracts may result in actual revenue and gross profits
for a project differing from those we originally estimated and could result in
losses on projects. Depending upon the size of a particular project, variations
from estimated contract costs can have a significant impact on our operating
results for any fiscal quarter or year. We currently generate, and expect to
continue to generate, more than half of our revenues under fixed price
contracts. We must estimate the costs of completing a particular project to bid
for such fixed price contracts. The cost of labor and materials, however, may
vary from the costs we originally estimated.
6
<PAGE> 9
WHILE WE DO NOT HAVE ONE KEY EMPLOYEE, THE LOSS OF A GROUP OF KEY PERSONNEL,
EITHER AT THE CORPORATE OR OPERATING LEVEL, COULD ADVERSELY AFFECT OUR BUSINESS.
The loss of key personnel or the inability to hire and retain qualified
employees could have an adverse effect on our business, financial condition and
results of operations. Our operations depend on the continued efforts of our
current and future executive officers and senior management and key management
personnel at the companies we have acquired. A key criteria we use in evaluating
acquisition candidates is the quality of their management. We cannot guarantee
that any key member of management at the corporate or subsidiary level will
continue in such capacity for any particular period of time. If we lose a group
of key personnel, our operations as a public company could be adversely
affected. We do not maintain key man life insurance.
THE HIGHLY COMPETITIVE NATURE OF OUR INDUSTRY COULD AFFECT OUR PROFITABILITY BY
REDUCING OUR PROFIT MARGINS.
Our industry is served by small, owner-operated private companies, public
companies and several large regional companies. We could also face competition
in the future from other competitors entering the market. Some of our
competitors offer a greater range of services, such as mechanical construction,
plumbing and heating, ventilation and air conditioning services. Competition in
the electrical contracting industry depends on a number of factors, including
price. Some of our competitors may have lower overhead cost structures and may,
therefore, be able to provide their services at lower rates.
DUE TO SEASONALITY, DIFFERING REGIONAL ECONOMIC CONDITIONS AND THE TIMING OF
ACQUISITIONS, OUR RESULTS MAY FLUCTUATE FROM PERIOD TO PERIOD AND CAUSE
FLUCTUATIONS IN OUR STOCK PRICE.
Our business can be subject to seasonal variations in operations and demand
that affect the construction business, particularly in residential construction.
Our quarterly results may also be affected by the timing of acquisitions, the
timing and size of acquisition costs and regional economic conditions.
Accordingly, our performance in any particular quarter may not be indicative of
the results which can be expected for any other quarter or for the entire year.
Because these factors are, for the most part, beyond our control, our operating
results in one or more quarters may not meet the estimates of securities
analysts or the expectations of our stockholders. Any failure by us to meet
those estimates or expectations could materially affect the price of our common
stock.
AS A RESULT OF OUR AGGRESSIVE ACQUISITION PROGRAM, WE HAVE GENERATED WHAT WE
BELIEVE IS A SUBSTANTIAL AMOUNT OF DEBT. OUR CURRENT DEBT LEVEL COULD LIMIT OUR
ABILITY TO FUND FUTURE WORKING CAPITAL NEEDS AND INCREASE OUR EXPOSURE DURING
ADVERSE ECONOMIC CONDITIONS.
We have now and, will continue to have a significant amount of debt. As of
March 1, 1999, we had approximately $153.1 million of long-term indebtedness
outstanding. Our substantial indebtedness could have important consequences to
you. For example, it could:
- increase our vulnerability to general adverse economic and industry
conditions;
- limit our ability to fund future working capital, capital expenditures
and other general corporate requirements;
- limit our flexibility in planning for, or reacting to, changes in our
business and the industry in which we operate;
- place us at a disadvantage compared to our competitors that have less
debt; and
- limit, along with the financial and other restrictive covenants in our
indebtedness, among other things, our ability to borrow additional funds.
Additionally, failing to comply with those covenants could result in an
event of default which, if not cured or waived, could have a material
adverse effect on us.
You should review the financial statements incorporated by reference into
this prospectus for more information related to our debt.
7
<PAGE> 10
COMPUTER SYSTEMS WE RELY ON MAY FAIL TO RECOGNIZE YEAR 2000. SUCH A FAILURE
COULD RESULT IN DISRUPTIONS OF OUR OPERATIONS AND OUR ACCOUNTING SYSTEMS.
We are dependent on our computer software programs and operating systems in
operating our business. We also depend on the proper functioning of computer
systems of third parties, such as vendors and clients. The failure of any of
these systems to appropriately interpret the upcoming calendar year 2000 could
have a material adverse effect on our financial condition, results of
operations, cash flow and business prospects. We are currently identifying our
own applications that will not be Year 2000 compliant and taking steps to
determine whether third parties are doing the same. In addition, we are
implementing a plan to prepare our computer systems to be Year 2000 compliant by
September 30, 1999.
Our inability to remedy our own Year 2000 problems or the failure of third
parties to do so may cause business interruptions or shutdown, financial loss,
regulatory actions, reputational harm and/or legal liability. We can not assure
you that our Year 2000 program will be effective or that our estimates about the
timing and cost of completing our program will be accurate.
THE ESTIMATED LIFE OF GOODWILL MAY CHANGE. THIS WOULD RESULT IN ADVERSE CHANGES
TO OUR EARNINGS.
Our balance sheet after we issued debt and acquired the companies described
in our Form 8-K dated February 4, 1999 will have an amount called "goodwill"
that represents 56% of assets and 102% of stockholders' equity. Goodwill is
recorded when we pay more for a business than the fair value of the tangible and
separately measurable intangible net assets. GAAP requires us to amortize this
and all other intangible assets over the period benefited. We have determined
that period to be no less than 40 years.
If it turns out that the period should have been shorter, earnings reported
in periods right after the acquisition would be overstated. Then in later years,
we will be burdened by a continuing charge against earnings, without the benefit
to income we thought we would get when we agreed on the purchase price. Earnings
in later years might also be significantly worse if we determine then that the
remaining balance of goodwill is impaired.
We reviewed with our independent accountants all of the factors and related
future cash flows which we considered in agreeing on a purchase price. We
concluded that the future cash flows related to goodwill will continue
indefinitely, and there is no persuasive evidence that any material portion will
dissipate over a period shorter than 40 years.
FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements. We have based these
forward-looking statements on our current expectations and projections about
future events. These forward-looking statements are subject to risks,
uncertainties and assumptions about us, including, among other things:
- our ability to acquire companies;
- the number and size of companies we are able to acquire;
- the effect of seasonality on our operating results;
- regional and national trends and conditions in our industry;
- our ability to integrate acquired businesses;
- regional and national economic conditions;
- our ability to compete; and
- our ability to grow our companies;
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this prospectus might not occur.
8
<PAGE> 11
SECURITIES COVERED BY THIS PROSPECTUS
The common stock covered by this prospectus is available for use in future
acquisitions of businesses, properties or securities of entities or persons
engaged in the electrical contracting and other related businesses. The
consideration offered by Integrated Electrical Services, Inc. in such
acquisitions, in addition to the common stock offered by this prospectus, may
include cash, debt or other securities, or assumption by Integrated Electrical
Services, Inc. of liabilities of the businesses being acquired, or a combination
thereof. It is contemplated that the terms of each acquisition will be
determined by negotiations between Integrated Electrical Services, Inc. and the
management or the owners of the assets to be acquired or the owners of the
securities (including newly issued securities) to be acquired, with Integrated
Electrical Services, Inc. taking into account the quality of management, the
past and potential earning power and growth of the assets or securities to be
acquired, and other relevant factors. It is anticipated that the common stock
issued in acquisitions hereunder will be valued at a price reasonably related to
the market value of the common stock either at the time the terms of the
acquisition are tentatively agreed upon or at or about the time or times of
delivery of the shares.
We are continually considering possible acquisitions. We may from time to
time negotiate and enter into letters of intent with potential acquisition
candidates. The consideration related to these companies remains subject to
negotiation until a definitive agreement is signed. The timing, size or success
of any acquisition effort and the associated potential capital commitments
cannot be predicted. The completion of each acquisition is subject to a
satisfactory due diligence review, negotiation of definitive acquisition
agreements, obtaining any necessary approvals and fulfilling all other
conditions to closing.
LEGAL MATTERS
The legality of the common stock being offered by this prospectus will be
passed upon for Integrated Electrical Services, Inc. by John F. Wombwell, Senior
Vice President, General Counsel and Secretary of Integrated Electrical Services,
Inc. Mr. Wombwell owns 96,000 shares of common stock and has options to purchase
93,750 shares of common stock.
EXPERTS
The financial statements of Integrated Electrical Services, Inc. and
subsidiaries and PCX Corporation incorporated by reference in this prospectus
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports, and upon the authority of the firm as experts in
giving audit reports.
The financial statements of Primo Electric Company incorporated by
reference in this prospectus have been audited by Hertzbach & Company, P.A.,
Independent Public Accountants, as stated in their report.
The financial statements of Kayton Electric, Inc. incorporated by reference
in this prospectus have been audited by KPMG Peat Marwick LLP, Independent
Public Accountants, as stated in their report.
The financial statements of Bachofner Electric, Inc. incorporated by
reference in this prospectus have been audited by Peck & Kopacek, P.C.,
Independent Public Accountants, as stated in their report.
9
<PAGE> 12
[INTEGRATED ELECTRICAL SERVICES LOGO]
21,000,000 SHARES
COMMON STOCK
---------------------
PROSPECTUS
---------------------
APRIL 9, 1999
WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE YOU
WRITTEN INFORMATION OTHER THAN THIS PROSPECTUS OR TO MAKE REPRESENTATIONS AS TO
MATTERS NOT STATED IN THIS PROSPECTUS. YOU MUST NOT RELY ON UNAUTHORIZED
INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES OR OUR
SOLICITATION OF YOUR OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE
THAT WOULD NOT BE PERMITTED OR LEGAL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALES MADE HEREUNDER AFTER THE DATE OF THIS PROSPECTUS SHALL CREATE AN
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR THE AFFAIRS OF THE COMPANY
HAVE NOT CHANGED SINCE THE DATE THEREOF.
<PAGE> 13
[ALTERNATE PAGE FOR SELLING STOCKHOLDER PROSPECTUS]
PROSPECTUS
[INTEGRATED ELECTRICAL SERVICES LOGO]
21,000,000 SHARES
COMMON STOCK
---------------------
THE COMPANY:
- Our company is the third largest provider of electrical contracting and
maintenance services in the United States.
- Our address is:
Integrated Electrical Services, Inc.
515 Post Oak Boulevard
Suite 450
Houston, Texas 77027-9408
(713) 860-1500
THE OFFERING:
- 21,000,000 shares of common stock.
- All of the common stock offered by way of this prospectus will be
offered, from time to time, by stockholders of Integrated Electrical
Services, Inc. These shares were received by such Stockholders as
consideration for the securities or assets of their businesses. We will
receive none of the proceeds of this offering.
- Our common stock trades under the symbol "IEE." The last reported sale
price of the common stock on April 8, 1999 was $16 1/4.
THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 5.
---------------------
Neither the SEC nor any state securities commission has determined whether this
prospectus is truthful or complete. Nor have they made, nor will they make, any
determination as to whether anyone should buy these securities. Any
representation to the contrary is a criminal offense.
The date of this prospectus is April 9, 1999
<PAGE> 14
[ALTERNATE PAGE FOR SELLING STOCKHOLDER PROSPECTUS]
TABLE OF CONTENTS
<TABLE>
<CAPTION>
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Where You Can Find More Information......................... 2
The Company................................................. 4
Risk Factors................................................ 5
Plan of Distribution........................................ 8
Legal Matters............................................... 10
Experts..................................................... 10
</TABLE>
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our SEC filings are also
available to the public from commercial document retrieval services and at the
Internet world wide web site maintained by the SEC at www.sec.gov.
We filed a registration statement on Form S-4 to register with the SEC the
common stock to be issued. This prospectus is a part of that registration
statement.
As allowed by SEC rules, this prospectus does not contain all the
information you can find in the registration statement or the exhibits to the
registration statement.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information contained directly in this prospectus.
This prospectus incorporates by reference the documents set forth below that we
have previously filed with the SEC. These documents contain important
information about our company and its financial condition.
<TABLE>
<CAPTION>
SEC FILINGS (FILE NO. 1-13783) PERIOD
------------------------------ ------
<S> <C>
Annual Report on Form 10-K Year ended September 30, 1998 (as amended on
January 22, 1999 and March 17, 1999)
Quarterly Report on Form 10-Q Quarter ended December 31, 1998 (as amended
on March 17, 1999)
Current Report on Form 8-K Filed on February 4, 1999 (as amended on
March 17, 1999)
Proxy Statement Dated December 29, 1998
Registration Statement on Form 8-A Filed on January 14, 1998
</TABLE>
We also incorporate by reference into this prospectus additional documents
that may be filed with the SEC from the date of this prospectus to the date of
the termination of the offerings of common stock by way of this prospectus.
These include periodic reports, such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Forms 8-K, as well as proxy
statements.
2
<PAGE> 15
[ALTERNATE PAGE FOR SELLING STOCKHOLDER PROSPECTUS]
PLAN OF DISTRIBUTION
We are registering the common stock on behalf of selling stockholders. As
used in this prospectus, "selling stockholders" includes donees and pledgees
selling shares received from a named selling stockholder after the date of this
prospectus. All costs, expenses and fees in connection with the registration of
the common stock offered by this prospectus will be paid by us. Brokerage
commissions and similar selling expenses, if any, attributable to the sale of
common stock will be paid by the selling stockholders. Sales of common stock may
be made by selling stockholders from time to time in one or more types of
transactions (which may include block transactions) on the NYSE, in the
over-the-counter market, in negotiated transactions, through put or call options
transactions relating to the common stock, through short sales of common stock,
or a combination of these methods of sale, at market prices prevailing at the
time of sale, or at negotiated prices. These transactions may or may not involve
brokers or dealers. The selling stockholders have advised us that they have not
entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their securities, nor is
there an underwriter or coordinating broker acting in connection with the
proposed sale of common stock by the selling stockholders.
The selling stockholders may sell common stock directly to purchasers or to
or through broker-dealers, which may act as agents or principals. These
broker-dealers may receive compensation in the form of discounts, concessions,
or commissions from selling stockholders and/or the purchasers of common stock
for whom the broker-dealers may act as agents or to whom they sell as principal,
or both (which compensation as to a particular broker-dealer might be in excess
of customary commissions).
The selling stockholders and any broker-dealers that act in connection with
the sale of common stock might be "underwriters" within the meaning of Section
2(a)(11) of the Securities Act of 1933, and any commissions received by
broker-dealers and any profit on the resale of the common stock sold by them
while acting as principals might be considered underwriting discounts or
commissions under the Securities Act. We have agreed to indemnify each selling
stockholder against liabilities, including liabilities arising under the
Securities Act. The selling stockholders may agree to indemnify any agent,
dealer or broker-dealer that participates in transactions involving sales of the
common stock against liabilities, including liabilities arising under the
Securities Act.
Because selling stockholders may be "underwriters" within the meaning of
Section 2(a)(11) of the Securities Act, the selling stockholders will be subject
to the prospectus delivery requirements of the Securities Act, which may include
delivery through the facilities of the NYSE pursuant to Rule 153 under the
Securities Act. We have informed the selling stockholders that the
anti-manipulative provisions of Regulation M of the Exchange Act may apply to
their sales in the market.
Selling stockholders also may resell all or a portion of the common stock
in open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of the rule.
When we are notified by a selling stockholder that a material arrangement
has been entered into with a broker-dealer for the sale of common stock, we will
file a supplement to this prospectus, if required, pursuant to Rule 424(b) under
the Act, disclosing
- the name of each selling stockholder and of the participating
broker-dealer(s),
- the number of shares involved,
- the price at which the shares were sold,
- the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable,
8
<PAGE> 16
- that the broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this prospectus; and
- other facts material to the transaction.
In addition, upon the company being notified by a selling stockholder that
a donee or pledgee intends to sell more than 500 shares, a supplement to this
prospectus will be filed.
In order to add named selling stockholders to this registration statement,
we will file a post-effective amendment including information on the selling
stockholders, such as name, number of shares owned before the offering, number
of shares to be offered and number of shares owned after the offering.
9
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subsection (a) of section 145 of the General Corporation Law of the State
of Delaware empowers a corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
made to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith; that indemnification provided for by Section 145
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled; that indemnification provided for by Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of such person's heirs, executors and administrators; and empowers the
corporation to purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision eliminating
or limiting the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
provided that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.
II-1
<PAGE> 18
Article Eighth of the Company's Amended and Restated Certificate of
Incorporation states that:
No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty by such director as a director; provided, however, that this Article Eighth
shall not eliminate or limit the liability of a director to the extent provided
by applicable law (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL or (iv) for any transaction from which the director
derived an improper personal benefit. No amendment to or repeal of this Article
Eighth shall apply to, or have any effect on, the liability or alleged liability
of any director of the Corporation for or with respect to any acts or omissions
of such director occurring prior to such amendment or repeal. If the DGCL is
amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the DGCL, as so amended.
In addition, Article VI of the Company's Bylaws further provides that the
Company shall indemnify its officers, directors and employees to the fullest
extent permitted by law.
The Company has entered into indemnification agreements with each of its
executive officers and directors.
These limitations on liability would apply to violations of the federal
securities laws. However, the registrant has been advised that in the opinion of
the SEC, indemnification for liabilities under the Securities Act of 1933 is
against public policy and therefore unenforceable.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<C> <S>
3.1 -- Amended and Restated Certificate of Incorporation as
amended. (Incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form S-1 (File No. 333-38715)
of the Company)
3.2 -- Bylaws, as amended. (Incorporated by reference to Exhibit
3.2 to the Annual Report on Form 10-K for the year ended
September 30, 1998 of the Company)
4.1 -- Specimen Common Stock Certificate. (Incorporated by
reference to Exhibit 4.1 to the Registration Statement on
Form S-1 (File No. 333-38715) of the Company)
4.2 -- Indenture, dated January 28, 1999, by and among
Integrated Electrical Services, Inc. and the subsidiaries
named therein and State Street Bank and Trust Company
covering up to $150,000,000 9 3/8% Senior Subordinated
Notes due 2009 (Incorporated by reference to Exhibit 4.2
to the Post-Effective Amendment No. 3 to Form S-1 on Form
S-4 (File No. 333-50031) of the Company)
5.1 -- Opinion of John F. Wombwell (Incorporated by reference to
Exhibit 5.1 to the Registration Statement on Form S-1
(File No. 333-50031) of the Company)
10.1 -- Form of Employment Agreement (Incorporated by reference
to Exhibit 10.1 to the Registration Statement on Form S-1
(File No. 333-38715) of the Company)
10.2 -- Form of Officer and Director Indemnification Agreement.
(Incorporated by reference to Exhibit 10.2 to the
Registration Statement on Form S-1 (File No. 333-38715)
of the Company)
10.3 -- Integrated Electrical Services, Inc. 1997 Stock Plan.
(Incorporated by reference to Exhibit 10.3 to the
Registration Statement on Form S-1 (File No. 333-38715)
of the Company)
</TABLE>
II-2
<PAGE> 19
<TABLE>
<C> <S>
10.4 -- Integrated Electrical Services, Inc. 1997 Directors Stock
Plan. (Incorporated by reference to Exhibit 10.4 to the
Registration Statement on Form S-1 (File No. 333-38715)
of the Company)
10.5 -- Credit Agreement dated July 30, 1998, among the Company,
the Financial Institutions named therein and NationsBank
of Texas, N.A., including Guaranty, Pledge Agreement,
Security Agreement, form of promissory note, and form of
swing line note. (Incorporated by reference to Exhibit
10.5 to Post-Effective Amendment No. 1 to the
Registration Statement on Form S-1 (File No. 333-50031)
of the Company)
10.6 -- Amendment No. 1 dated September 30, 1998, to the Credit
Agreement dated July 30, 1998, among the Company, the
Financial Institutions named therein and NationsBank of
Texas, N.A. (Incorporated by reference to Exhibit 10.6 to
the Company's Annual Report on Form 10-K/A for the year
ended September 30, 1998)
10.7 -- Amendment No. 2 dated January 18, 1999, to the Credit
Agreement dated July 30, 1998, among the Company, the
Financial Institutions named therein and NationsBank of
Texas, N.A. (Incorporated by reference to Exhibit 10.7 to
Post-Effective Amendment No. 2 to the Registration
Statement on Form S-1 (File No. 333-50031) of the
Company)
10.8 -- Form of Lock-up Agreement entered into by the Company and
the stockholders set forth on Schedule A thereto.
(Incorporated by reference to Exhibit 10.6 to the
Registration Statement on Form S-1 (File No. 333-38715)
of the Company)
23.1 -- Consent of John F. Wombwell (included in Exhibit 5.1)
*23.2 -- Consent of Arthur Andersen LLP
*23.3 -- Consent of Hertzbach & Company, P.A.
*23.4 -- Consent of KPMG Peat Marwick LLP
*23.5 -- Consent of Peck & Kopacek, P.C.
*23.6 -- Consent of Arthur Andersen LLP
</TABLE>
- ---------------
* Filed herewith.
ITEM 22. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 20
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(5) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other Items
of the applicable form.
(6) That every prospectus (i) that is filed pursuant to paragraph (5)
immediately preceding, or (ii) that purports to meet the requirements of
section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to
the registration statement and will not be used until such amendment is
effective, and that, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(7) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class main or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.
II-4
<PAGE> 21
(8) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when
it became effective.
II-5
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post Effective Amendment No. 3 on Form S-4 to its
Registration Statement on Form S-1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on April 9, 1999.
INTEGRATED ELECTRICAL SERVICE, INC.
By: /s/ JIM P. WISE*
------------------------------------
Jim P. Wise
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 9, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ JIM P. WISE* President, Chief Executive Officer and
- ----------------------------------------------------- Director (Principal Executive Officer and
Jim P. Wise Principal Financial Officer)
/s/ J. PAUL WITHROW* Vice President and Chief Accounting Officer
- ----------------------------------------------------- (Principal Accounting Officer)
J. Paul Withrow
/s/ C. BYRON SNYDER* Chairman of the Board of Directors
- -----------------------------------------------------
C. Byron Snyder
/s/ JON POLLOCK* Vice Chairman of the Board of Directors
- -----------------------------------------------------
Jon Pollock
Director
- -----------------------------------------------------
Donald Paul Hodel
/s/ JERRY M. MILLS* Director
- -----------------------------------------------------
Jerry M. Mills
/s/ BEN L. MUELLER* Director
- -----------------------------------------------------
Ben L. Mueller
/s/ RICHARD MUTH* Director
- -----------------------------------------------------
Richard Muth
/s/ ALAN R. SIELBECK* Director
- -----------------------------------------------------
Alan R. Seilbeck
/s/ ROBERT STALVEY* Director
- -----------------------------------------------------
Robert Stalvey
</TABLE>
II-6
<PAGE> 23
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ RICHARD L. TUCKER* Director
- -----------------------------------------------------
Richard L. Tucker
/s/ BOB WEIK* Director
- -----------------------------------------------------
Bob Weik
</TABLE>
*By: /s/ JOHN F. WOMBWELL
-------------------------------
John F. Wombwell
Pursuant to a power-of-attorney
filed
with the Registration Statement
on
Form S-1 (333-50031) on
April 14, 1998.
II-7
<PAGE> 24
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
3.1 -- Amended and Restated Certificate of Incorporation as
amended. (Incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form S-1 (File No. 333-38715)
of the Company)
3.2 -- Bylaws, as amended. (Incorporated by reference to Exhibit
3.2 to the Annual Report on Form 10-K for the year ended
September 30, 1998 of the Company)
4.1 -- Specimen Common Stock Certificate. (Incorporated by
reference to Exhibit 4.1 to the Registration Statement on
Form S-1 (File No. 333-38715) of the Company)
4.2 -- Indenture, dated January 28, 1999, by and among
Integrated Electrical Services, Inc. and the subsidiaries
named therein and State Street Bank and Trust Company
covering up to $150,000,000 9 3/8% Senior Subordinated
Notes due 2009 (Incorporated by reference to Exhibit 4.2
to the Post-Effective Amendment No. 3 to Form S-1 on Form
S-4 (File No. 333-50031) of the Company)
5.1 -- Opinion of John F. Wombwell (Incorporated by reference to
Exhibit 5.1 to the Registration Statement on Form S-1
(File No. 333-50031) of the Company)
10.1 -- Form of Employment Agreement (Incorporated by reference
to Exhibit 10.1 to the Registration Statement on Form S-1
(File No. 333-38715) of the Company)
10.2 -- Form of Officer and Director Indemnification Agreement.
(Incorporated by reference to Exhibit 10.2 to the
Registration Statement on Form S-1 (File No. 333-38715)
of the Company)
10.3 -- Integrated Electrical Services, Inc. 1997 Stock Plan.
(Incorporated by reference to Exhibit 10.3 to the
Registration Statement on Form S-1 (File No. 333-38715)
of the Company)
10.4 -- Integrated Electrical Services, Inc. 1997 Directors Stock
Plan. (Incorporated by reference to Exhibit 10.4 to the
Registration Statement on Form S-1 (File No. 333-38715)
of the Company)
10.5 -- Credit Agreement dated July 30, 1998, among the Company,
the Financial Institutions named therein and NationsBank
of Texas, N.A., including Guaranty, Pledge Agreement,
Security Agreement, form of promissory note, and form of
swing line note. (Incorporated by reference to Exhibit
10.5 to Post-Effective Amendment No. 1 to the
Registration Statement on Form S-1 (File No. 333-50031)
of the Company)
10.6 -- Amendment No. 1 dated September 30, 1998, to the Credit
Agreement dated July 30, 1998, among the Company, the
Financial Institutions named therein and NationsBank of
Texas, N.A. (Incorporated by reference to Exhibit 10.6 to
the Company's Annual Report on Form 10-K/A for the year
ended September 30, 1998)
10.7 -- Amendment No. 2 dated January 18, 1999, to the Credit
Agreement dated July 30, 1998, among the Company, the
Financial Institutions named therein and NationsBank of
Texas, N.A. (Incorporated by reference to Exhibit 10.7 to
Post-Effective Amendment No. 2 to the Registration
Statement on Form S-1 (File No. 333-50031) of the
Company)
10.8 -- Form of Lock-up Agreement entered into by the Company and
the stockholders set forth on Schedule A thereto.
(Incorporated by reference to Exhibit 10.6 to the
Registration Statement on Form S-1 (File No. 333-38715)
of the Company)
</TABLE>
<PAGE> 25
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
23.1 -- Consent of John F. Wombwell (included in Exhibit 5.1)
*23.2 -- Consent of Arthur Andersen LLP
*23.3 -- Consent of Hertzbach & Company, P.A.
*23.4 -- Consent of KPMG Peat Marwick LLP
*23.5 -- Consent of Peck & Kopacek, P.C.
*23.6 -- Consent of Arthur Andersen LLP
</TABLE>
- ---------------
* Filed herewith.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
November 12, 1998 included in Integrated Electrical Services, Inc.'s Annual
Report on Form 10-K for the year ended September 30, 1998, and to all references
to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
April 9, 1999
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Post-Effective Amendment No. 4 on Form S-4
to Form S-1 of Integrated Electrical Services, Inc. of our report dated July 14,
1998, on the financial statements of Prime Electric Company included in
Integrated Electrical Services, Inc.'s Current Report on Form 8-K, filed with
the Securities and Exchange Commission on February 4, 1999, and to all
references to our firm in this registration statement.
Hertzbach & Company, P.A.
HS&S Professional Building
10 Music Fair Road
Owings Mills, MD 21117
April 9, 1999
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Board of Directors
Kayton Electric, Inc.
We consent to the incorporation by reference in this Post-Effective Amendment
No. 4 on Form S-4 to Form S-1 of Integrated Electrical Services, Inc. of our
report dated January 28, 1998 (November 19, 1998 as to note 8) on the financial
statements of Kayton Electric, Inc. included in Integrated Electrical Services,
Inc.'s Current Report on Form 8-K/A, filed with the Securities and Exchange
Commission on March 17, 1999, including references to our firm in the
Form S-4.
KPMG Peat Marwick LLP
Lincoln, Nebraska
April 9, 1999
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accounts, we hereby consent to the incorporation by
reference in this Post-Effective Amendment No. 4 on Form S-4 to Form S-1 of
Integrated Electrical Services, Inc. of our report dated January 25, 1999, on
the financial statements of Bachofner Electric, Inc. included in Integrated
Electrical Services, Inc.'s Current Report on Form 8-K, filed with the
Securities and Exchange Commission on February 4, 1999, and to all references to
our firm in this registration statement.
Peck & Kopacek, P.C.
Beaverton, Oregon
April 9, 1999
<PAGE> 1
EXHIBIT 23.6
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Integrated Electrical Services:
As independent public accountants, we hereby consent to the incorporation by
reference in this Post-Effective Amendment No. 4 on Form S-4 to Form S-1
of Integrated Electrical Services, Inc. of our report dated March 17, 1998
on the balance sheet of PCX Corporation as of December 31, 1997, and the
related statements of operations, stockholders' equity and cash flows for the
year then ended included in Integrated Electrical Services, Inc.'s current
report on Form 8-K, filed with the Securities and Exchange Commission on
February 4, 1999, and to all references to our firm in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
Raleigh, North Carolina
April 9, 1999
