Securities Registration Statement (simplified Form) (s-3/a)
February 09 2017 - 4:41PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 9, 2017
Registration No. 333-215071
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 1
to
Form S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IES Holdings,
Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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1731
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76-0542208
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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5433 Westheimer Road, Suite 500
Houston, Texas 77056
(713)
860-1500
(Address, including Zip Code, and Telephone Number, including Area Code, of
Registrants Principal Executive Offices)
Gail Makode
Senior Vice President, General Counsel and Secretary
5433 Westheimer Road, Suite 500
Houston, Texas 77056
(713)
860-1500
(Name, Address, including Zip Code, and Telephone Number, including Area
Code, of Agent for Service)
Copies to:
G. Michael OLeary
Courtney Cochran Butler
Andrews Kurth Kenyon LLP
600 Travis, Suite 4200
Houston, Texas 77002
(713)
220-4200
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act:
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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STATEMENT PURSUANT TO RULE 429
Pursuant to Rule 429 under the Securities Act of 1933, as amended (the Securities Act), the prospectus that is a part of this registration statement
is a combined prospectus that relates to and will be used in connection with the offer and resale by the selling stockholders named therein of (i) the 7,927,931 shares of common stock registered hereby and (ii) the 4,508,451 shares of
common stock registered by Registration Statement No. 333-186786, which was declared effective on June 18, 2013, that, to the registrants knowledge, have not been sold or otherwise disposed of by the selling stockholders.
Accordingly, the combined prospectus relates to a total of 12,436,382 shares of the Companys common stock, which have been registered under this registration statement and Registration Statement No. 333-186786. This registration statement
shall constitute a post-effective amendment to Registration Statement No. 333-186786, and such post-effective amendment shall hereafter become effective concurrently with the effectiveness of this registration statement and in accordance with
Section 8(c) of the Securities Act.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
IES Holdings, Inc. is filing this pre-effective Amendment No. 1 on Form S-3/A to the Registration Statement on Form S-3 (Registration
No. 333-215071), originally filed on December 13, 2016 (the Registration Statement), as an exhibit-only filing to file an updated consent of Ernst & Young LLP, filed herewith as Exhibit 23.1. Accordingly, this
Amendment No. 1 consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement, the exhibit index and the consent filed herewith as Exhibit 23.1.
The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16.
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Exhibits and Financial Statement Schedules.
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The exhibits listed in the accompanying
Exhibit Index are filed (except where otherwise indicated) as part of this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 February 9, 2017.
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IES HOLDINGS, INC.
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By:
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/s/ Robert W. Lewey
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Name:
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Robert W. Lewey
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Title:
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President and Director
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Signature
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Title
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Date
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/s/ Robert W. Lewey
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President and Director
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February 9, 2017
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Robert W. Lewey
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(Principal Executive Officer)
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*
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Senior Vice President, Chief Financial Officer and Treasurer
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February 9, 2017
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Tracy A. McLauchlin
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(Principal Financial Officer)
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(Principal Accounting Officer)
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*
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Director and Non-Executive Vice Chairman of the Board
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February 9, 2017
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David B. Gendell
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*
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Director and Non-Executive Chairman of the Board
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February 9, 2017
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Jeffrey L. Gendell
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*
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Director
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February 9, 2017
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Joseph L. Dowling III
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*
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Director
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February 9, 2017
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Joe D. Koshkin
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*
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Director
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February 9, 2017
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Donald L. Luke
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/s/ Todd M. Cleveland
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Director
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February 9, 2017
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Todd M. Cleveland
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*By:
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/s/ Gail D. Makode
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Gail D. Makode, Attorney-in-fact
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II-1
EXHIBIT INDEX
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Exhibit
No.
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Description
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*1.1
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Underwriting Agreement
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2.1
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Second Amended Joint Plan of Reorganization of Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.) and Certain of its Direct and Indirect Subsidiaries under Chapter 11 of the Bankruptcy Code, dated March 17, 2006
(Incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed May 1, 2006)
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2.2
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Stock Purchase Agreement, dated as of July 16, 2006, by and among Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.) and Tontine Capital Overseas Master Fund, L.P. (Incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K filed July 17, 2006)
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2.3
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Agreement and Plan of Merger, dated as of March 13, 2013, by and among Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.), MISCOR Group, Ltd. and IES Subsidiary Holdings, Inc. (Incorporated by reference to Exhibit 2.1
to the Companys Current Report on Form 8-K filed March 13, 2013)
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2.4
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First Amendment to Agreement and Plan of Merger, dated as of July 10, 2013, by and among Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.), MISCOR Group, Ltd. and IES Subsidiary Holdings, Inc. (Incorporated by
reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed July 10, 2013)
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4.1
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Second Amended and Restated Certificate of Incorporation of IES Holdings, Inc., as amended by the Certificate of Amendment thereto, effective May 24, 2016 (composite). (Incorporated by reference to Exhibit 3.1 to the Companys
Quarterly Report on Form 10-Q filed on August 8, 2016)
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4.2
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Certificate of Designations of Series A Junior Participating Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Companys Current Report on From 8-K filed on January 28, 2013)
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4.3
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Amended and Restated Bylaws of IES Holdings, Inc., effective May 24, 2016 (Incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form 8-K, filed on May 24, 2016)
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4.4
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Specimen common stock certificate (Incorporated by reference to Exhibit 4.1 to the Companys Annual Report on Form
10-K
filed December 9, 2016)
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4.5
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Tax Benefit Protection Plan Agreement by and between IES Holdings, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of November 8, 2016, including the form of Rights Certificate and Summary of
Stockholder Rights Plan attached thereto as Exhibits A and B, respectively (Incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on November 9, 2016)
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4.6
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Registration Rights Agreement, dated May 12, 2006, by and among Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.), Tontine Capital Partners, L.P. and certain of its affiliates and Southpoint Master Fund, L.P.
(Incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form 8-K filed on May 17, 2006)
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4.7
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First Amendment to Registration Rights Agreement, dated September 11, 2007, by and among Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.), Tontine Capital Partners, L.P. and certain of its affiliates. (Incorporated by
reference to Exhibit 10.24 to the Companys Annual Report on Form 10-K filed on December 14, 2012)
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II-2
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Exhibit
No.
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Description
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***5.1
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Opinion of Andrews Kurth Kenyon LLP as to the legality of the securities being registered
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**23.1
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Consent of Ernst & Young LLP
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***23.2
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Consent of Andrews Kurth Kenyon LLP (included in Exhibit 5.1)
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***24.1
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Powers of Attorney (included in the signature page of this Registration Statement)
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*
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To be filed as an exhibit to a Current Report on Form 8-K in connection with a specific offering, as applicable.
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II-3
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