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 (Date of earliest event reported):
March 14, 2006 (March 10, 2006)
INTEGRATED ELECTRICAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-13783
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76-0542208 |
| (State or other jurisdiction of
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(Commission
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(IRS Employer |
| incorporation)
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File Number)
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Identification No.) |
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| 1800 West Loop South, Suite 500 |
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| Houston, Texas
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77027 |
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(Zip Code) |
| executive offices) |
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Registrant’s telephone number, including area code: (713) 860-1500
(Former name or former address, if changed since last report): Not applicable
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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 7.01 Regulation FD Disclosure
On March 10, 2006, the United States Bankruptcy Court for the Northern District of Texas,
Dallas Division (the “Bankruptcy Court”) approved the adequacy of the First Amended Disclosure
Statement (the “Amended Disclosure Statement”) for the First Amended Joint Plan of Reorganization
(the “Amended Plan”) of Integrated Electrical Services, Inc. and certain of its direct and indirect
subsidiaries (the “Debtors”), subject to any amendment or supplement to which the significant
parties in interest, including the Debtors, the official equity committee, the official creditors’
committee, the holders of convertible notes, Bank of America or the sureties will have agreed by
Thursday, March 16, 2006 at 12:00 p.m. and, absent such
agreement, as may be subsequently ordered at
a hearing before the Bankruptcy Court on March 17, 2006. This approval permits the Debtors to
distribute the Amended Plan and Amended Disclosure Statement to certain creditors and all equity
interest holders for solicitation of votes on the Amended Plan. A hearing before the Bankruptcy
Court to consider confirmation of the Amended Plan has been set for April 25, 2006 at 9:00 a.m.,
central time. A copy of the Amended Disclosure Statement, including exhibits, is included as
Exhibit 99.1 hereto.
In connection with the Amended Disclosure Statement, the Debtors submitted revised financial
projections to the Bankruptcy Court (the “Financial Projections”). These Financial Projections are
included as Exhibit 99.2 hereto. The Financial Projections have not been audited or reviewed by
independent accountants and may be subject to future reconciliation and adjustments. The Financial
Projections should not be used for investment purposes. The Financial Projections contain
information different from that required in the Company’s reports pursuant to the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and that information might not be indicative
of the Company’s financial condition or operating results that would be reflected in the Company’s
financial statements or in its reports pursuant to the Exchange Act. Results set forth in the
Financial Projections should not be viewed as indicative of future results.
In accordance with general instruction B.2 of Form 8-K, the information in this report
(including exhibits) that is being furnished pursuant to Item 7.01 of Form 8-K shall not be deemed
to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to
liabilities of that section, nor shall they be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, except as expressly set forth in such filing. This report
will not be deemed an admission as to the materiality of any information in the report that is
required to be disclosed solely by Regulation FD.
This current report on Form 8-K includes certain statements that may be deemed to be “forward
looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements are based on the Company‘s expectations and involve risks and uncertainties that
could cause the Company ‘s actual results to differ materially from those set forth in the
statements. Such risks and uncertainties include, but are not limited to, the Company’s inability
to complete a financial restructuring on terms acceptable to the Company or at all; the Debtors’
inability to obtain confirmation of a plan of reorganization; uncertainties affecting the
financial projections prepared in connection with the Chapter 11 Cases; and the outcome of the SEC
investigation. You should understand that the foregoing important factors, in addition to those
discussed in our other filings with the Securities and Exchange Commission, including those under
the heading ‘Risk Factors” contained in our annual report on Form 10-K for the fiscal year ended
September 30, 2005 and our quarterly report on Form 10-Q for the quarter ended December 31, 2005,
could affect our future results and could cause results to differ materially from those expressed
in such forward-looking statements. We undertake no obligation to publicly update or revise the
Company’s borrowing availability, its cash position or any forward-looking statements to reflect
events or circumstances that may arise after the date of this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
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| Exhibit |
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Description |
| 99.1* |
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First Amended Disclosure Statement for the First
Amended Joint Plan of Reorganization of Integrated
Electrical Services, Inc. and Certain of its Direct and Indirect Subsidiaries |
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| 99.2* |
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Financial Projections |
1