UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 25, 2003
Dycom Industries, Inc.
(Exact name of Registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
0-5423 59-1277135
(Commission (I.R.S. Employer
File Number) Identification No.)
4440 PGA Boulevard, Suite 500, Palm Beach Gardens, Florida 33410
(Address of principal executive offices) (Zip Code)
(561) 627-7171
(Registrant's telephone number, including area code)
Exhibit Index on Page 5
Item 2. Acquisition or Disposition of Assets
On November 25, 2003, pursuant to the terms of the Asset
Purchase Agreement, dated as of November 5, 2003, between Dycom Industries,
Inc., a Florida corporation ("Dycom") and First South Utility Construction,
Inc., a North Carolina corporation ("First South"), Dycom acquired substantially
all of the assets of First South and assumed certain liabilities associated with
these assets, for approximately $50 million in cash and 175,840 shares of
Dycom's common stock.
In conjunction with the acquisition, Dycom also paid
approximately $9 million for excess working capital consisting primarily of
accounts receivable and unbilled revenue. Dycom deposited approximately $6.4
million of such amount in escrow, to be returned to Dycom to the extent such
amounts remain outstanding on April 15, 2004. Dycom paid the purchase price from
cash on hand.
The assets acquired by Dycom were used by First South in plant
construction, design and engineering services for telecommunication providers
and Dycom expects to continue to use the assets for substantially the same
business.
On December 3, 2003, pursuant to the terms of the Agreement
and Plan of Merger, dated as of November 17, 2003, among Dycom, UtiliQuest
Acquisition Corp., UtiliQuest Holdings Corp. ("UtiliQuest") and OCM/GFI Power
Opportunities Fund, L.P., Dycom acquired UtiliQuest for approximately $120
million in cash. Dycom borrowed approximately $85 million under its credit
agreement in connection with this acquisition and the rest of the purchase price
was from cash on hand.
Press releases regarding the consummation of these
transactions were issued by Dycom on November 25, 2003 and December 3, 2003,
respectively, and are incorporated herein in their entirety by reference to the
Current Reports on Form 8-K filed by Dycom with the Securities and Exchange
Commission on November 25, 2003 and December 4, 2003, respectively.
Item 7. Financial Statements and Exhibits
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
The financial statements of UtiliQuest required by
this item are not included in this Current Report on Form 8-K. Such financial
statements will be filed by amendment to this report no later than sixty (60)
days after December 18, 2003.
Audited financial statements of First South are not
required pursuant to Rule 3-05(b)(2) of Regulation S-X as the assets acquired
from First South do not meet the 20% tests set forth therein.
(B) PRO FORMA FINANCIAL INFORMATION
The pro forma financial information of UtiliQuest required
by this item is not included in this Current Report on Form 8-K. Such pro forma
financial information will be filed by amendment to this report no later than
sixty (60) days after December 18, 2003.
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The pro forma financial information of First South
required by this item is not included in this Current Report on Form 8-K. Such
pro forma financial information will be filed by amendment to this report no
later than sixty (60) days after December 10, 2003.
(C) EXHIBITS.
2.1 Agreement and Plan of Merger, dated as of November 17,
2003, among Dycom Industries, Inc., UtiliQuest
Acquisition Corp., UtiliQuest Holdings Corp. and
OCM/GFI Power Opportunities Fund, L.P. (incorporated
herein by reference to Exhibit 10.3 of the Form 10-Q
for the Quarter Ended October 25, 2003 filed by Dycom
on December 5, 2003, File No. 001-10613).
99.1 Press Release, dated November 25, 2003 (incorporated
herein by reference to Exhibit 99.1 of the Current
Report on Form 8-K filed by Dycom on November 25, 2003,
File No. 001-10613).
99.2 Press Release, dated December 3, 2003 (incorporated
herein by reference to Exhibit 99.1 of the Current
Report on Form 8-K filed by Dycom on December 4, 2003,
File No. 001-10613).
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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: December 10, 2003 By: /s/ Steven Nielsen
---------------------------------
Name: Steven Nielsen
Title: President and
Chief Executive Officer
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EXHIBIT INDEX
Number Exhibit
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2.1 Agreement and Plan of Merger, dated as of November 17, 2003, among
Dycom Industries, Inc., UtiliQuest Acquisition Corp., UtiliQuest
Holdings Corp. and OCM/GFI Power Opportunities Fund, L.P. (incorporated
herein by reference to Exhibit 10.3 of the Form 10-Q for the Quarter
Ended October 25, 2003 filed by Dycom on December 5, 2003, File No.
001-10613).
99.1 Press Release, dated November 25, 2003 (incorporated herein by
reference to Exhibit 99.1 of the Current Report on Form 8-K filed by
Dycom on November 25, 2003, File No. 001-10613).
99.2 Press Release, dated December 3, 2003 (incorporated herein by reference
to Exhibit 99.1 of the Current Report on Form 8-K filed by Dycom on
December 4, 2003, File No. 001-10613).
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