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: September 8, 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))
SECTION 7 - REGULATION FD ITEM 7.01 REGULATION FD On September 7, 2004, Integrated Electrical Services, Inc. (the "Company") issued a press release announcing that on September 7, 2004 the Company received notice from the trustee for a series of its senior subordinated notes under an indenture dated January 28, 1999, with CUSIP number 45811EAB9 totaling $62.9 million that a default has occurred because IES failed to file its fiscal 2004 Third Quarter Report on Form 10-Q with the Securities and Exchange Commission. See related press release dated September 7, 2004 included herein as Exhibit 99.1. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (C) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press Release dated September 7, 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/ Jeffrey Pugh ------------------------------- Jeffrey Pugh Senior Vice President and Chief Financial Officer Dated: September 8, 2004
EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release dated September 7, 2004
EXHIBIT 99.1 (INTEGRATED ELECTRICAL SERVICES LOGO) NEWS RELEASE Contacts: Jeffrey Pugh, CFO Integrated Electrical Services, Inc. 713-860-1500 Ken Dennard / ksdennard@drg-e.com Karen Roan / kcroan@drg-e.com DRG&E / 713-529-6600 INTEGRATED ELECTRICAL SERVICES RECEIVES NOTICE OF DEFAULT FROM THE TRUSTEE FOR THE SENIOR SUBORDINATED NOTE HOLDERS HOUSTON - SEPTEMBER 7, 2004 - Integrated Electrical Services, Inc. (NYSE: IES) announced today that it has received notice of default from the trustee for a series of its senior subordinated notes under an indenture dated January 28, 1999, with CUSIP number 45811EAB9 totaling $62.9 million that a default has occurred because IES failed to file its fiscal 2004 Third Quarter Report on Form 10-Q with the Securities and Exchange Commission. The company announced on September 2, 2004 that it had received notice of default from the trustee for a different series of its senior subordinated notes under an indenture dated May 29, 2001, with CUSIP number 45811EAE3 totaling $110.0 million. Both series of these bonds total $172.9 million and share substantially the same terms. IES has 30 days to obtain a waiver from a majority in interest of its subordinated note holders to resolve the default, and IES is in the process of seeking those waivers. The company currently anticipates that its delayed Third Quarter Report on Form 10-Q will be filed concurrently with the filing of its year-end financial statements.
Integrated Electrical Services, Inc. is the leading national provider of electrical solutions to the commercial and industrial, residential and service markets. The company offers electrical system design and installation, contract maintenance and service to large and small customers, including general contractors, developers and corporations of all sizes. This press release includes certain statements, including statements relating to the Company's expectations of its future operating results 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 inherent uncertainties relating to estimating future results, potential consequences of late filing of the Company's quarterly report on Form 10-Q and associated defaults under the Company's debt, potential difficulty in addressing material weaknesses in the Company's accounting that have been identified to the Company by its independent auditors, the possible need for a restatement of prior year periods if amounts are determined to be material, the inability to obtain waivers from a majority of its senior subordinated note holders, the inability to obtain a waiver of default from its lenders under its credit facility, litigation risks and uncertainties, fluctuations in operating results because of downturns in levels of construction, incorrect estimates used in entering into and executing contracts, difficulty in managing the operation of existing entities, the high level of competition in the construction industry, changes in interest rates, general level of the economy, increases in the level of competition from other major electrical contractors, increases in cost of labor, steel, copper and gasoline, availability and costs of obtaining surety bonds required for certain projects, inability to reach agreement with its surety bonding company to provide sufficient bonding capacity, loss of key personnel, difficulty in integrating new types of work into existing subsidiaries, errors in estimating revenues and percentage of completion on contracts, and weather and seasonality. The foregoing and other factors are discussed and should be reviewed in the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ended September 30, 2003. # # # END OF FILING