<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 16, 2000.
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.)
515 POST OAK BOULEVARD, SUITE 450
HOUSTON, TEXAS 77027
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
INTEGRATED ELECTRICAL SERVICES, INC.
1997 STOCK PLAN
(FULL TITLE OF THE PLAN)
JOHN F. WOMBWELL
515 POST OAK BOULEVARD, SUITE 450
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
<TABLE>
<CAPTION>
==============================================================================================================
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
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $.01 Par Value Per Share 2,400,000 Shares $5.6875 $ 13,650,000 $ 3,604
==============================================================================================================
</TABLE>
(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 March 10, 2000 as reported in the Wall Street
Journal on March 13, 2000.
<PAGE> 2
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 0f 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 (333-45449) relating to the 1997 Stock Plan, as amended.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- -------- -----------
4.1 Amended and Restated Certificate of Incorporation (incorporated
by reference to Exhibit 3.1 of Amendment No. 1 to the Company's
Registration Statement on Form S-1 (No. 333-38715)).
4.2 Bylaws (incorporated by reference to Exhibit 3.2 of Amendment
No. 1 to the Company's Registration Statement on Form S-1
(No. 333-38715)).
4.3 Integrated Electrical Services, Inc. 1997 Stock Plan
(incorporated by reference to Exhibit 10.4 of Amendment No. 1
to the Company's Form S-1 (No. 333-38715)).
4.4 Annual Report on Form 10-K for the year ended September 30, 1999
(incorporated by reference).
5.1* Opinion of Andrews & Kurth L.L.P. as to the legality of the
shares being registered.
23.1* -- Consent of Andrews & Kurth L.L.P. (Included in Exhibit 5.1)
23.2* -- Consent of Arthur Andersen, LLP
24.1 Powers of Attorney (set forth on the signature page contained
in Part II of this Registration Statement.
- -------------------
*filed herewith
<PAGE> 3
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 November 10, 1999.
INTEGRATED ELECTRICAL SERVICES, INC.
(Registrant)
By: /s/ Jim P. Wise
----------------------------------
Jim P.Wise,Chief Executive Officer
and Director
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 Jim P. Wise, Stanley H. Florance, John F. Wombwell, 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 NOVEMBER 10, 1999, EXCEPT FOR MR. FLORANCE AND MR. DEPASCAL WHO
SIGNED ON MARCH 1, 2000.
Signature Title
/s/ C. Byron Snyder Chairman of the Board of Directors
- ---------------------------
C. Byron Snyder
<PAGE> 4
/s/ Jon Pollock Vice Chairman of the Board of
- --------------------------- Directors
Jon Pollock
/s/ Jim P. Wise President, Chief Executive Officer
- --------------------------- and Director (Principal Executive
Jim P. Wise Officer)
/s/ Jerry Mills Director
- ---------------------------
Jerry Mills
/s/ Ben L. Mueller Senior Vice President, Chief
- ---------------------------
Ben L. Mueller Operating Officer and Director
/s/ Stanley H. Florance Senior Vice President, Chief
- --------------------------- Financial Officer (Principal
Stanley H. Florance Financial Officer)
/s/ Richard Muth Director
- ---------------------------
Richard Muth
/s/ Alan R. Sielbeck Director
- ---------------------------
Alan R. Sielbeck
/s/ Robert Stalvey Director
- ---------------------------
Robert Stalvey
/s/ Richard L. Tucker Director
- ---------------------------
Richard L. Tucker
/s/ Bob Weik Director
- ---------------------------
Bob Weik
Director
- ---------------------------
Donald Paul Hodel
/s/ Neil DePascal Vice President, Chief Accounting
- --------------------------- Officer (Principal Accounting
Neil DePascal Officer)
<PAGE> 5
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 of Amendment No. 1
to the Company's Form S-1 (No. 333-38715)).
4.2 Bylaws (incorporated by reference to Exhibit 3.2 of the
Company's Form 10-K for the year ended September 30, 1999
filed with the SEC on December 16, 1999).
4.3 Integrated Electrical Services, Inc. 1997 Director Stock Plan
(incorporated by reference to Exhibit 10.4 of Amendment No. 1
to the Company's Registration Statement on Form S-1
(No. 333-38715)).
5.1* Opinion of Andrews & Kurth L.L.P. as to the legality of the
shares being registered.
23.1* Consent of Andrews & Kurth L.L.P. (Included in the opinion
filed as Exhibit 5.1 to this registration Statement).
23.2* Consent of Arthur Andersen, LLP.
24.1 Powers of Attorney (set forth on the signature page
contained in Part II of this Registration Statement).
- ---------------------
*filed herewith
<PAGE> 1
[ANDREWS & KURTH L.L.P. LETTERHEAD]
Exhibit 5.1
March 13, 2000
Board of Directors
Integrated Electrical Services, Inc.
515 Post Oak Boulevard, Suite 450
Houston, Texas 77027
Gentlemen:
We have acted as counsel to Integrated Electrical Services, Inc. (the
"Company") in connection with the Company's Registration Statement on Form S-8
(the "Registration Statement") relating to the registration under the
Securities Act of 1933, as amended, of the issuance of up to an additional
2,400,000 shares (the "Shares") of the Company's common stock, $0.01 par value,
pursuant to the Company's 1997 Stock Plan (the "Plan").
In connection herewith, we have examined copies of such statutes, regulations,
corporate records and documents, certificates of public and corporate officials
and other agreements, contracts, documents and instruments as we have deemed
necessary as a basis for the opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with the original documents of all documents submitted to us as copies. We have
also relied, to the extent we deem such reliance proper, upon information
supplied by officers and employees of the Company with respect to various
factual matters material to our opinion.
Based upon the foregoing and having due regard for such legal considerations as
we deem relevant, we are of the opinion that the Shares have been duly
authorized, and that such Shares will, when issued in accordance with the terms
of the Plan, be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ ANDREWS & KURTH L.L.P.
<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 9, 1999
included in Integrated Electrical Services, Inc.'s Annual Report on Form 10-K
for the year ended September 30, 1999, and to all references to our Firm
included in this Form S-8 Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Houston, Texas
March 14, 2000
