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 18, 2005
Commission File No. 001-13783
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 of other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
The Board of Directors of Integrated Electrical Services, Inc. (the “Company”) elected Charles H. Beynon and George O. McDaniel III to the Board effective November 18, 2005. There are no arrangements or undertakings between Mr. Beynon or Mr. McDaniel and other persons pursuant to which each was selected as a director. Mr. Beynon has been appointed to the Human Resources and Compensation Committee of the Board. Mr. McDaniel has not been appointed to any committees of the Board.
Additionally, the Board of Directors has accepted the resignation of Alan R. Sielbeck from the Company’s Board of Directors effective November 18, 2005.
SECTION 7 – REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE
On November 21, 2005, the Company issued a press release announcing the election of Charles H. Beynon and George O. McDaniel III to the Company’s Board of Directors and the Board’s acceptance of Alan R. Sielbeck’s resignation as discussed in Item 5.02 of this Form 8-K. This press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(C) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press Release dated November 21, 2005
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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.
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By: /s/ David A. Miller ------------------------------- David A. Miller Senior Vice President and Chief Financial Officer
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Dated: November 22, 2005
EXHIBIT INDEX
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Exhibit No. Description ----------- ----------- 99.1 Press Release dated November 21, 2005
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EXHIBIT 99.1
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NEWS RELEASE |
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Contacts: |
C. Byron Snyder, Chairman and CEO Integrated Electrical Services, Inc. 713-860-1500
Ken Dennard / ksdennard@drg-e.com Karen Roan / kcroan@drg-e.com DRG&E 713-529-6600
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FOR IMMEDIATE RELEASE
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INTEGRATED ELECTRICAL SERVICES
NAMES TWO NEW BOARD MEMBERS
HOUSTON — NOVEMBER 21, 2005 — Integrated Electrical Services, Inc. (NYSE: IES) today announced that it has named Charles H. Beynon, 57, and George O. McDaniel III, 53, to its Board of Directors, effective November 18, 2005. Mr. Beynon and Mr. McDaniel have been elected as independent directors.
Mr. Beynon has worked as an independent financial consultant offering financial and advisory services to a diverse group of clients since 2002. Mr. Beynon retired as a partner from Arthur Andersen in 2002 after a 29 year career with the firm. His career at Arthur Andersen included 19 years as a partner and division head responsibilities in the firm’s Houston office. He principally served middle market non-energy related companies. He is currently a board member of Commercial America Insurance Company and Barton Springs Grill, both located in Houston, Texas.
Mr. Beynon is a Certified Public Accountant in both Texas and Michigan and is a member in good standing with the AICPA and TSCPA. He has extensive experience with corporate finance, financial reporting, and tax, and he holds a Bachelor of Business Administration from Ohio University.
Mr. McDaniel has been President of Electrical Controller Products since 1988. Electrical Controller Products is a specialty distributor of motor control parts, components, and circuit breakers. Additionally, he has served as Chairman of ECP Tech Services, a leading independent electrical testing and repair firm on the Gulf Coast, since 1992. ECP Tech Services provides electrical power system solutions to customers in various industries, including petrochemical, industrial and electric utility. Prior to these positions, Mr. McDaniel worked for Arthur
Andersen in international taxation and mergers and acquisitions, and dealt with clients in the offshore drilling, manufacturing and oilfield services industries.
He holds a Bachelor of Science Degree in Accounting from the University of Kentucky. He also holds a law degree from the University of Mississippi and is a licensed attorney in both Texas and Mississippi.
Additionally, the Board of Directors has accepted the resignation of Alan R. Sielbeck from the board, effective November 18, 2005.
“I am extremely pleased to welcome George and Charles to the IES board. In our continued efforts to strengthen this company, I believe adding board members with such financial, industry and management experience will further enhance our Board of Directors.” stated Byron Snyder, IES’ Chairman and Chief Executive Officer. “I also want to give special thanks to Alan Sielbeck. Alan has been a part of IES since the very beginning in 1998 and has been a positive contributor throughout the years. IES wishes him well in his future endeavors and thanks him for his contributions.”
Integrated Electrical Services, Inc. is a 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.
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