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: January 18, 2005
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 January 18, 2005, Integrated Electrical Services, Inc. (the
"Company") entered into an Underwriting, Continuing Indemnity, and Security
Agreement (the "Underwriting Agreement") among the Company, certain of its
affiliates and subsidiaries identified therein and Federal Insurance Company
(the "Surety") and a Restated Pledge Agreement (the "Pledge Agreement" and
together with the Underwriting Agreement, the "Surety Agreements") among the
Company, certain of its affiliates and subsidiaries identified therein and the
Surety. Each of the Surety Agreements are effective as of January 14, 2005. On
January 19, 2005, the Company issued a press release announcing entry into the
Surety Agreements, which press release is filed as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein in its entirety.
Among other things, the Surety Agreements (i) provide the Surety a
security interest in certain collateral, including equipment and inventory
related to bonded contracts, the Company's right and interest in, and any
accounts receivable from, its bonded contracts, and previously-deposited cash
collateral; (ii) obligate the Company to reimburse the Surety for certain
expenses incurred in connection with the application for, or provision of, any
bonds; (iii) require the Company to indemnify the Surety against certain losses;
and (iv) upon the occurrence of certain events of default, provide that the
Surety may require the Company to post additional cash collateral and that the
Surety may take possession of work, perform the Company's obligations and settle
claims under bonded contracts and enforce its security interest in the
collateral. The Surety Agreements also serve to continue the Surety's rights and
interests in $17.5 million in cash collateral and a $5.0 million letter of
credit previously pledged by the Company under prior agreements. The Company
did not provide any new cash collateral or letters of credit in connection with
its entry into the Surety Agreements. The description of the Surety Agreements
provided in this Item 1.01 is qualified in its entirety by reference to the
Surety Agreements themselves, copies of which are filed as Exhibits 10.1 and
10.2 to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
10.1 Underwriting, Continuing Indemnity, and Security Agreement,
dated January 14, 2005.
10.2 Restated Pledge Agreement, dated January 14, 2005.
99.1 Press release, dated January 19, 2005.
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
Senior Vice President and
Chief Financial Officer
Dated: January 19, 2005
EXHIBIT INDEX
Exhibits
Number Description
-------- -----------
10.1 Underwriting, Continuing Indemnity, and Security Agreement,
dated January 14, 2005.
10.2 Restated Pledge Agreement, dated January 14, 2005.
99.1 Press release, dated January 19, 2005.