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): December 9, 2005
DYCOM INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Florida 0-5423 59-1277135
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification Number)
Incorporation)
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11770 US Highway One, Suite 101
Palm Beach Gardens, Florida 33408
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(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 (see General Instruction A.2.):
[ ] 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 1.01 Entry into a Material Definitive Agreement.
On December 9, 2005, Dycom Industries, Inc., a Florida corporation
("Dycom"), Prince Telecom Holdings, Inc., a Delaware corporation ("Prince
Telecom") and the stockholders and certain optionholders of Prince Telecom
entered into a Stock Purchase Agreement (the "Stock Purchase Agreement")
pursuant to which Dycom will purchase all of the issued and outstanding shares
of common stock of Prince Telecom for approximately $65.1 million in cash. Under
the terms of the Stock Purchase Agreement, Prince Telecom will become a
wholly-owned subsidiary of Dycom. Dycom and Prince Telecom made certain
representations and warranties to each other in the Stock Purchase Agreement. In
addition, the parties made covenants customary for transactions of this type,
including covenants governing the operation of Prince Telecom's business prior
to the closing of the transaction. Subject to certain limitations, the
stockholders and certain optionholders of Prince Telecom have agreed to
indemnify Dycom against losses from breaches of the representations, warranties
and covenants of the Company contained in the Stock Purchase Agreement.
The consummation of the transaction is subject to the satisfaction of
certain customary closing conditions, including expiration or termination of the
applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended. On December 2, 2005, Dycom and Prince filed a Premerger
Notification and Report Form with the Department of Justice and with the Federal
Trade Commission, pursuant to Section 7A of the Clayton Act, as amended. Dycom
requested that the early termination of the Hart-Scott-Rodino waiting period be
granted, and on December 14, 2005, the Federal Trade Commission granted early
termination of such waiting period. Dycom expects to close the transaction
immediately upon satisfaction of the remaining closing conditions.
Item 8.01 Other Events.
On December 9, 2005, Dycom issued a press release announcing the execution
of the Stock Purchase Agreement, a copy of which is attached hereto as
Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
None.
(b) Pro forma financial information.
None.
(c) Exhibits. The following Exhibits are filed as part of this Report on Form
8-K:
Exhibit No. Description of Exhibit
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99.1 Press release of Dycom Industries, Inc. issued on December 9,
2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
DYCOM INDUSTRIES, INC.
(Registrant)
Date: December 15, 2005 By: /s/ Richard L. Dunn
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Richard L. Dunn
Senior Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press release of Dycom Industries, Inc. issued on December 9,
2005.