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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: November 30, 2004
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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 30, 2004, Integrated Electrical Services, Inc. (the
"Company") entered into an Asset Purchase Agreement (the "Asset Purchase
Agreement") among the Company, Goss Electric Company, Inc., a wholly-owned
subsidiary of the Company ("Goss Electric"), Goss, Inc. (the "Buyer") and Robert
Carl Goss, as guarantor, providing for the sale of substantially all of the
assets of Goss Electric to Goss, Inc. for a purchase price of $3,995,000. In
determining the sales price for the disposed of assets and liabilities, the
Company evaluated past performance, expected future performance, management
issues, bonding requirements, market forecasts and the carrying value of such
assets and liabilities and received a fairness opinion from an independent
consulting and investment banking firm in support of this determination. The
closing of the sale under the Asset Purchase Agreement was held on December 2,
2004. Mr. Goss was the president of Goss Electric, prior to the sale, and is the
president and owner of the Buyer. The press release announcing the closing of
this transaction is filed as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 7.01 REGULATION FD DISCLOSURE
On December 6, 2004 the Company issued a press release announcing the
release of its third quarter 2004 and 2004 year-end results and the settlement
of certain previously disclosed litigation. The press release is furnished as
Exhibit 99.2 to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Asset Purchase Agreement, dated November 30, 2004.
99.1 Press release, dated December 2, 2004.
99.2 Press release, dated December 6, 2004.
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
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David A. Miller
Vice President and
Chief Accounting Officer
Dated: December 6, 2004
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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10.1 Asset Purchase Agreement, dated November 30, 2004.
99.1 Press release, dated December 2, 2004.
99.2 Press release, dated December 6, 2004.