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Delaware
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001-13783
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76-0542208
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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| [ ] | 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) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
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Pre-Commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On November 30, 2010, a subsidiary of Integrated Electrical Services, Inc., a Delaware corporation, (“Seller”) and Siemens Energy, Inc., a Delaware corporation, (“Buyer”), executed an Asset Purchase Agreement (the “Agreement”) providing for the sale of substantially all the assets and assumption of certain liabilities of a non-core business unit engaged in manufacturing and selling fabricated metal buildings housing electrical equipment such as switchgears, motor starters and control systems. In addition, another subsidiary of Integrated Electrical Services which is also a party to the Agreement, sold certain real property where the fabrication facilities are located.
Pursuant to the terms of the Agreement assets excluded from the sale include, but are not limited to, cash and cash equivalents, rights to names which include “IES”, business records relating to pre-closing matters which as required by law to be retained by Seller, performed contracts and fulfilled purchase orders, insurance policies, non-assignable permits, licenses and software and tax refunds relating to periods ending prior to the closing. Buyer also assumed liabilities and obligations of Seller relating to certain customer contracts, vendor contracts and financing leases as well as accounts and trade payables arising in the ordinary course of business other than inter company account and trade payables.
The Purchase Price of $10.690 million may be adjusted upward or downward in the event of variances between Historical Working Capital and Closing Working Capital (as defined in the Agreement). Finally, the Agreement contains representations and warranties by Seller and Buyer as well as covenants by Seller, conditions to closing, termination provisions and indemnifications by Seller and Buyer. The transaction is expected to be completed by year end 2010.
The description of the Agreement provided in this Item 1.01 is qualified in its entirety by reference to the Agreement itself which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(c) Exhibits.
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| Exhibit Number | Description |
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10.1
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Asset Purchase Agreement by and between Siemens Energy, Inc. as “Buyer” and IES Commercial, Inc. and IES Tangible Properties, Inc. as Sellers dated November 30, 2010
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| 99.1 |
Press Release dated December 6, 2010
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| INTEGRATED ELECTRICAL SERVICES, INC. | |
| Date: December 6, 2010 | /s/ William L. Fiedler |
| William L. Fiedler | |
| Senior Vice President and General Counsel |
| Exhibit Number | Description |
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10.1
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Asset Purchase Agreement by and between Siemens Energy, Inc. as “Buyer” and IES Commercial, Inc. and IES Tangible Properties, Inc. as Sellers dated November 30, 2010
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| 99.1 |
Press Release dated December 6, 2010
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