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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 8, 2001.
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.)
1800 WEST LOOP SOUTH, SUITE 500
HOUSTON, TEXAS 77027
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
INTEGRATED ELECTRICAL SERVICES, INC.
1999 INCENTIVE COMPENSATION PLAN
(FULL TITLE OF THE PLAN)
JOHN F. WOMBWELL
1800 WEST LOOP SOUTH, SUITE 500
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
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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
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Common Stock $.01 Par Value Per Share 3,500,000 Shares $8.90 $31,150,000 $7,787.50
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(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 June 4, 2001.
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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 (333-91041) relating to the Nonexecutive Incentive
Compensation Plan (now known as the 1999 Incentive Compensation Plan), as
amended.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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4.1 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-1
(No. 333-38715)).
4.2 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)).
4.3 Bylaws (incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year ended
September 30, 1999).
4.4* Integrated Electrical Services, Inc. 1999 Incentive
Compensation Plan.
4.5 Annual Report on Form 10-K for the year ended September 30,
2000 (incorporated by reference).
5.1* Opinion of Vinson & Elkins L.L.P. as to the legality of the
shares being registered.
23.1* Consent of Vinson & Elkins 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).
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*filed herewith
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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 June 7,
2001.
INTEGRATED ELECTRICAL SERVICES, INC.
(Registrant)
By: /s/ H. DAVID RAMM
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H. David Ramm, President, 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 H. David Ramm, William W. Reynolds, 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 MAY 7, 2001.
Signature Title
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/s/ C. BYRON SNYDER Chairman of the Board of Directors
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C. Byron Snyder
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/s/ H. DAVID RAMM President, Chief Executive Officer
-------------------------------- and Director (Principal Executive
H. David Ramm Officer)
/s/ HERBERT R. ALLEN Director
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Herbert R. Allen
/s/ RICHARD L. CHINA Director
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Richard L. China
/s/ NEIL J. DEPASCAL, JR. Vice President, Chief Accounting
-------------------------------- Officer (Principal Accounting
Neil J. DePascal, Jr. Officer)
/s/ DONALD PAUL HODEL Director
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Donald Paul Hodel
/s/ ROBERT C. KELLY Director
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Robert C. Kelly
/s/ BEN L. MUELLER Director
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Ben L. Mueller
/s/ RICHARD MUTH Director
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Richard Muth
/s/ WILLIAM W. REYNOLDS Executive Vice President, Chief
-------------------------------- Financial Officer (Principal
William W. Reynolds Financial Officer)
/s/ ALAN R. SIELBECK Director
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Alan R. Sielbeck
/s/ RICHARD L. TUCKER Director
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Richard L. Tucker
/s/ BOB WEIK Director
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Bob Weik
/s/ JIM P. WISE Director
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Jim P. Wise
/s/ JAMES D. WOODS Director
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James D. Woods
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-1
(No. 333-38715)).
4.2 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)).
4.3 Bylaws (incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year ended
September 30, 1999).
4.4* Integrated Electrical Services, Inc. 1999 Incentive
Compensation Plan.
4.5 Annual Report on Form 10-K for the year ended September 30,
2000 (incorporated by reference).
5.1* Opinion of Vinson & Elkins L.L.P. as to the legality of the
shares being registered.
23.1* Consent of Vinson & Elkins 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).
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*filed herewith