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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 (DATE OF EARLIEST EVENT REPORTED): September 26, 2005
Dycom Industries, Inc.
(Exact Name of Registrant as Specified in Charter)
Florida 0-5423 59-1277135
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
11770 US Highway One, Suite 101
Palm Beach Gardens, Florida 33408
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (561) 627-7171
Not Applicable
(Former Name and Former Address, if Changed Since Last Report)
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))
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Item 8.01 Other Events.
On September 23, 2005, Dycom Industries, Inc. ("Dycom") issued a press release
announcing that it has commenced an offering of $150 million Senior Subordinated
Notes due 2005. A copy of the press release is attached as Exhibit 99.1 hereto,
the contents of which are incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
None.
(b) Pro forma financial information.
None.
(c) Exhibits.
Exhibit No. Description
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99.1 Press release of Dycom Industries, Inc. issued on September 23,
2005.
The information in this Current Report on Form 8-K, including Exhibit 99.1
furnished herewith, is being furnished and shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to the liabilities of that Section, nor shall such
information be deemed to be incorporated by reference in any registration
statement or other document filed under the Securities Act of 1933 or the
Exchange Act, unless the Registrant specifically states that it is so
incorporated by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DYCOM INDUSTRIES, INC.
Date: September 26, 2005 By: /s/ Richard L. Dunn
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Richard L. Dunn
Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release of Dycom Industries, Inc. issued on September 23,
2005.
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[DYCOM LOGO]
N E W S R E L E A S E
FOR IMMEDIATE RELEASE: Contact: Steven E. Nielsen, President and CEO
--------------------- Richard L. Dunn, Senior Vice
President and CFO
(561) 627-7171
Palm Beach Gardens, Florida September 23, 2005
DYCOM INDUSTRIES, INC. ANNOUNCES COMMENCEMENT OF AN OFFERING
OF $150 MILLION SENIOR SUBORDINATED NOTES DUE 2015
Palm Beach Gardens, Florida, September 23, 2005--Dycom Industries, Inc. (NYSE
Symbol: "DY") announced today that it has commenced an offering (the "offering")
of $150 million Senior Subordinated Notes due 2015 (the "notes"). The Company
intends to use the net proceeds from this offering to partially finance the
purchase of up to 9.5 million shares of the Company's common stock pursuant to
its previously announced modified Dutch Auction self-tender offer. The tender
offer is subject to a number of terms and conditions, including closing of this
offering. This offering is not conditional on the successful completion of the
tender offer.
The notes and the guarantees thereof will not be registered under the U.S.
Securities Act of 1933, or any state securities laws, and may not be offered or
sold in the United States absent registration or an applicable exemption from
registration requirements under the Securities Act of 1933 and any applicable
state securities laws.
The press release includes statements that constitute "forward-looking
statements." These statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Because such statements
inherently involve risks and uncertainties, actual future results may differ
materially from those expressed or implied by such forward-looking statements.
Factors that could cause or contribute to such differences include, but are not
limited to: uncertainties regarding investor demand for the notes; the number of
shares of common stock tendered and the price at which the Company determines to
purchase shares; prevailing market conditions; business and economic conditions
in the telecommunications industry affecting the Company's customers; the
anticipated outcome of other contingent events, including litigation; liquidity
needs and the availability of financing; other uncertainties and matters beyond
the control of management; and the other risks detailed in the Company's
periodic filings with the Securities and Exchange Commission. The Company
undertakes no obligation to update these statements for revisions or changes
after the date of this release.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY AND DOES
NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE IN ANY JURISDICTION IN WHICH SUCH
OFFERING WOULD BE UNLAWFUL.
Dycom is a leading provider of specialty contracting services throughout the
United States. These services include engineering, construction, maintenance and
installation services to telecommunications providers, underground locating
services to various utilities, including telecommunications providers, and other
construction and maintenance services to electric utilities and others.