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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
POST-EFFECTIVE AMENDMENT TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTEGRATED ELECTRICAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
76-0542208 |
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(State or other jurisdiction |
(I.R.S. Employer |
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of incorporation or |
Identification No.) | |||||||
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organization) |
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1800 West Loop South, Suite 500
Houston, Texas 77027
(713) 860-1500
(Address, including zip code, and telephone number, including
area code, of Registrants principal executive offices)
Integrated Electrical Services, Inc. 1997 Stock Plan
Integrated Electrical Services, Inc. 1997 Directors Stock Plan
Integrated Electrical Services, Inc. 1999 Incentive Compensation Plan (formerly known as Nonexecutive Incentive Compensation Plan)
Integrated Electrical Services, Inc. 401(k) Retirement Savings Plan
(Full title of the plan)
Curt L. Warnock
Senior Vice President, General Counsel and Corporate Secretary
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)
THIS POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENTS IS BEING FILED SOLELY TO DEREGISTER ALL SHARES OF COMMON STOCK (AND RELATED PLAN INTERESTS) WHICH WERE REGISTERED UNDER THESE REGISTRATION STATEMENTS AND WHICH HAVE NOT BEEN ISSUED OR SOLD PRIOR TO THE DATE OF FILING HEREOF
Deregistration of Securities
This Post-Effective Amendment relates to the following Registration Statements filed on Form S-8:
1. |
Registration Statement No. 333-45449 registering 3,500,000 shares of common stock for the Integrated Electrical Services, Inc. 1997 Stock Plan; |
2. |
Registration Statement No. 333-32624 registering 2,400,000 shares of common stock for the Integrated Electrical Services, Inc. 1997 Stock Plan; |
3. |
Registration Statement No. 333-45447 registering 250,000 shares of common stock for the Integrated Electrical Services, Inc. 1997 Directors Stock Plan; |
4. |
Registration Statement No. 333-91041 registering 2,000,000 shares of common stock for the Integrated Electrical Services, Inc. Nonexecutive Incentive Compensation Plan (now known as the 1999 Incentive Compensation Plan); |
5. |
Registration Statement No. 333-62636 registering 3,500,000 shares of common stock for the Integrated Electrical Services, Inc. 1999 Incentive Compensation Plan (formerly known as the Nonexecutive Incentive Compensation Plan); |
6. |
Registration Statement No. 333-67113 registering 1,000,000 shares of common stock for the Integrated Electrical Services, Inc. 401(k) Retirement Savings Plan; and |
7. |
Registration Statement No. 333-68274 registering 1,000,000 shares of common stock for the Integrated Electrical Services, Inc. 401(k) Retirement Savings Plan. |
On May 12, 2006 (the Effective Date), Integrated Electrical Services, Inc. (the Company) and all of its domestic subsidiaries consummated the transactions contemplated by the Second Amended Joint Plan of Reorganization (the Plan of Reorganization), as confirmed on April 26, 2006 by the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, pursuant to Chapter 11 of Title 11 of the United States Code. Pursuant to the Plan of Reorganization, on the Effective Date, each of the plans set forth above had been terminated. This Post-Effective Amendment to Form S-8 Registration Statements is being filed solely to deregister any and all remaining unissued shares of common stock and plan interests covered by such registration statements as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 Post-Effective Amendment to Form S-8 Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on December __, 2006.
INTEGRATED ELECTRICAL SERVICES, INC.
By: /s/ |
Name: Curt L. Warnock
Title: Senior Vice President, General Counsel and Corporate Secretary
Exhibit Index
24.1 |
Powers of Attorney (included in the signature pages hereto) |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael J. Caliel and Curt L. Warnock, or any of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to a Post-Effective Amendment to each of the following Integrated Electrical Services, Inc. Registration Statements on Form S-8 for the purpose of deregistering all shares and plan interests remaining unissued as of each plans termination date: (1) Registration Statement No. 333-45449 registering 3,500,000 shares of common stock for the Integrated Electrical Services, Inc. 1997 Stock Plan; (2) Registration Statement No. 333-32624 registering 2,400,000 shares of common stock for the Integrated Electrical Services, Inc. 1997 Stock Plan; (3) Registration Statement No. 333-45447 registering 250,000 shares of common stock for the Integrated Electrical Services, Inc. 1997 Directors Stock Plan; (4) Registration Statement No. 333-91041 registering 2,000,000 shares of common stock for the Integrated Electrical Services, Inc. Nonexecutive Incentive Compensation Plan (now known as the 1999 Incentive Compensation Plan); (5) Registration Statement No. 333-62636 registering 3,500,000 shares of common stock for the Integrated Electrical Services, Inc. 1999 Incentive Compensation Plan (formerly known as the Nonexecutive Incentive Compensation Plan); (6) Registration Statement No. 333-67113 registering 1,000,000 shares of common stock for the Integrated Electrical Services, Inc. 401(k) Retirement Savings Plan; and (7) Registration Statement No. 333-68274 registering 1,000,000 shares of common stock for the Integrated Electrical Services, Inc. 401(k) Retirement Savings Plan, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing required and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or substitutes, could lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature |
Title |
Date |
/s/ Michael J. Caliel |
Chief Executive Officer and Director (Principal Executive Officer) |
December 12, 2006 |
/s/ David A. Miller |
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
December 12, 2006 |
/s/ Gregory H. Upham |
Chief Accounting Office (Principal Accounting Officer) |
December 12, 2006 |
/s/ Charles H. Beynon |
Director |
December 12, 2006 |
/s/ Robert W. Butts |
Director |
December 12, 2006 |
/s/ Michael J. Hall |
Chairman of the Board and Director |
December 12, 2006 |
/s/ Joseph V. Lash |
Director |
December 12, 2006 |
/s/ Donald L. Luke |
Director |
December 12, 2006 |
/s/ John E. Welsh |
Director |
December 12, 2006 |