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EX-99.1 - EX-99.1 - MISCOR GROUP, LTD.d521940dex991.htm

 

 

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) April 22, 2013

 

 

MISCOR GROUP, LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Indiana   000-52380   20-0995245

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

800 Nave Road, SE, Massillon, Ohio   44646
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number: (330) 830-3500

N/A

(Former name or 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 (see General Instruction A.2. below):

 

x 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))

 

 

 


Item 8.01 Other Events

On April 22, 2013, MISCOR Group, Ltd. (“MISCOR”) issued a press release announcing the expiration of the 30-day “go-shop” period pursuant to the terms of the previously announced Agreement and Plan of Merger dated as of March 13, 2013, by and among MISCOR, Integrated Electrical Services, Inc. and IES Subsidiary Holdings, Inc.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01 in its entirety.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
No.

  

Description

99.1    Press Release of MISCOR Group, Ltd. dated April 22, 2013


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.

 

    MISCOR GROUP, LTD.
Date: April 22, 2013     By:  

/s/ Marc Valentin

    Name:   Marc Valentin, CPA, CGMA
    Title:   Chief Accounting Officer


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    Press Release of MISCOR Group, Ltd. dated April 22, 2013