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
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Date of Report (Date of earliest event reported):
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March 19, 2007 |
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InfraSource Services, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-32164
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03-0523754 |
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(State or other
jurisdiction of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.) |
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100 West Sixth Street, Suite 300
Media, Pennsylvania
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19063 |
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(Address of principal
executive offices)
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(Zip Code) |
(610) 480-8000
(Registrant’s telephone number, including area code)
Not Applicable
(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 to Form 8-K):
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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)) |
TABLE OF CONTENTS
Item 8.01. Other Events.
On March 19, 2007, InfraSource Services, Inc. (“InfraSource”) issued a press release announcing
that it had entered into an Agreement and Plan of Merger with Quanta Services, Inc., a Delaware
corporation (“Quanta”), and Quanta MS Acquisition, Inc., a Delaware corporation and wholly owned
subsidiary of Quanta (“Merger Sub”), whereby Quanta will acquire all of the capital stock of
InfraSource through the merger of Merger Sub with and into InfraSource, with InfraSource as the
surviving corporation (the “Merger”). Each share of common stock of InfraSource, issued and
outstanding at the consummation of the Merger, will be converted into the right to receive 1.223
shares of common stock of Quanta. The transaction is subject to customary conditions, including
Hart-Scott-Rodino approval and approval of the Merger by InfraSource stockholders and of the Merger
consideration issuance by Quanta stockholders. The full text of the press release is attached as
Exhibit 99.1 to this Report and is incorporated herein by reference.
In addition to the issuance of the press release described above, on March 19, 2007, Quanta and
InfraSource held a conference call related to the Merger. The Investor Presentation and Fact Sheet
utilized during such conference call are attached as Exhibit 99.2 and Exhibit 99.3 to this Report
and are incorporated herein by reference.
Important Information for Investors and Stockholders
In connection with the proposed merger, InfraSource and Quanta will file a joint proxy
statement/prospectus with the Securities and Exchange Commission (the “SEC”). INVESTORS AND
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE MERGER. Investors and
security holders may obtain a free copy of the proxy statement (when available) and other documents
filed by InfraSource at the SEC website, http://www.sec.gov.
InfraSource and certain executive officers and other members of its management may be deemed
participants in the solicitation of proxies from its stockholders in connection with the proposed
merger. Information concerning the interests of InfraSource’s participants in the solicitation,
which may be different than those of InfraSource stockholders generally, will be set forth in the
proxy statement/prospectus relating to the merger when it becomes available.
Item 9.01. Financial Statements and Exhibits.
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(d) |
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Exhibits. |
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99.1 |
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Press Release, dated March 19, 2007 relating to the proposed acquisition of
InfraSource Services, Inc. by Quanta Services, Inc. |
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99.2 |
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Investor Presentation made on March 19, 2007 relating to the proposed acquisition
of InfraSource Services, Inc. by Quanta Services, Inc. |
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99.3 |
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Fact Sheet describing the proposed merger. |